Owens Corning 10-Q for FY2026 Q3
Owens Corning (OC)
10-Q
2026-11-04
For: 2026-09-30
View Original
Added on
November 04, 2026
About this 10-Q
Owens Corning filed this 10-Q on November 4, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.49B
- down 7.3% from $2.68B a year earlier
- Net loss
- $250M
- compared with a net loss of $494M a year earlier
- Diluted EPS
- -$3.18
- compared with -$5.92 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________
FORM 10-Q
______________________________________
For the quarterly period ended September 30, 2026
or
For the transition period from to
Commission File Number: 1-33100
_____________________
(Exact name of registrant as specified in its charter)
______________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
(Address of principal executive offices) (Zip Code)
(419 ) 248-8000
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
______________________________________
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
þ | Accelerated filer | ¨ | |||||||||
Non-accelerated filer | ¨ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ
As of October 30, 2026, 77,127,914 shares of the registrant’s common stock, par value $0.01 per share, were outstanding.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
September 30, 2026
| Page | |||||
PART I
ITEM 1. FINANCIAL STATEMENTS
OWENS CORNING AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited)
(in millions, except per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| NET SALES | $ | $ | $ | $ | |||||||||||||||||||
| COST OF SALES | |||||||||||||||||||||||
| Gross margin | |||||||||||||||||||||||
| OPERATING EXPENSES | |||||||||||||||||||||||
| Marketing and administrative expenses | |||||||||||||||||||||||
| Science and technology expenses | |||||||||||||||||||||||
| Goodwill impairment | |||||||||||||||||||||||
| Intangible assets impairment | |||||||||||||||||||||||
| Loss on sale of business | |||||||||||||||||||||||
| Other expense, net | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| OPERATING (LOSS) EARNINGS | ( | ( | |||||||||||||||||||||
| Non-operating expense | |||||||||||||||||||||||
| (LOSS) EARNINGS FROM CONTINUING OPERATIONS BEFORE INTEREST AND TAXES | ( | ( | |||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| (LOSS) EARNINGS FROM CONTINUING OPERATIONS BEFORE TAXES | ( | ( | |||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Equity in net (loss) earnings of affiliates | ( | ( | |||||||||||||||||||||
| NET (LOSS) EARNINGS FROM CONTINUING OPERATIONS | ( | ( | |||||||||||||||||||||
| Net (loss) earnings from discontinued operations attributable to Owens Corning, net of tax | ( | ( | ( | ||||||||||||||||||||
| NET LOSS | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| NET (LOSS) EARNINGS FROM CONTINUING OPERATIONS | $ | ( | $ | ( | $ | $ | |||||||||||||||||
| Net earnings (loss) attributable to noncontrolling interests | ( | ||||||||||||||||||||||
| NET (LOSS) EARNINGS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO OWENS CORNING | ( | ( | |||||||||||||||||||||
| Net (loss) earnings from discontinued operations attributable to Owens Corning, net of tax | ( | ( | ( | ||||||||||||||||||||
| NET LOSS ATTRIBUTABLE TO OWENS CORNING | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| (LOSS) EARNINGS PER COMMON SHARE ATTRIBUTABLE TO OWENS CORNING COMMON STOCKHOLDERS | |||||||||||||||||||||||
| Basic - continuing operations | $ | ( | $ | ( | $ | $ | |||||||||||||||||
| Basic - discontinued operations | ( | ( | ( | ||||||||||||||||||||
| Basic | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Diluted - continuing operations | $ | ( | $ | ( | $ | $ | |||||||||||||||||
| Diluted - discontinued operations | ( | ( | ( | ||||||||||||||||||||
| Diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
The accompanying Notes to the Consolidated Financial Statements are an integral part of these Statements.
3
OWENS CORNING AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(unaudited)
(in millions)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||
| NET LOSS | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||
| Other comprehensive (loss) income, net of tax: | ||||||||||||||||||||
Currency translation adjustment (net of tax of $ | ( | ( | ||||||||||||||||||
Pension and other postretirement adjustment (net of tax of $ | ( | ( | ||||||||||||||||||
Hedging adjustment (net of tax of $ | ( | ( | ( | |||||||||||||||||
| Total other comprehensive (loss) income, net of tax | ( | ( | ||||||||||||||||||
| TOTAL COMPREHENSIVE (LOSS) EARNINGS | ( | ( | ( | |||||||||||||||||
| Comprehensive (loss) earnings attributable to noncontrolling interests | ( | |||||||||||||||||||
| COMPREHENSIVE (LOSS) EARNINGS ATTRIBUTABLE TO OWENS CORNING | $ | ( | $ | ( | $ | ( | $ | |||||||||||||
The accompanying Notes to the Consolidated Financial Statements are an integral part of these Statements.
4
OWENS CORNING AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
(in millions, except per share amounts)
| September 30, | December 31, | |||||||
| ASSETS | 2026 | 2025 | ||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
Receivables, less allowance of $ | ||||||||
| Inventories | ||||||||
| Other current assets | ||||||||
| Current assets of discontinued operations | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Goodwill | ||||||||
| Intangible assets, net | ||||||||
| Deferred income taxes | ||||||||
| Other non-current assets | ||||||||
| Non-current assets of discontinued operations | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | $ | ||||||
| Current operating lease liabilities | ||||||||
| Short-term debt | ||||||||
| Long-term debt - current portion | ||||||||
| Other current liabilities | ||||||||
| Current liabilities of discontinued operations | ||||||||
| Total current liabilities | ||||||||
| Long-term debt, net of current portion | ||||||||
| Pension plan liability | ||||||||
| Other employee benefits liability | ||||||||
| Non-current operating lease liabilities | ||||||||
| Deferred income taxes | ||||||||
| Other liabilities | ||||||||
| Non-current liabilities of discontinued operations | ||||||||
| Total liabilities | ||||||||
| OWENS CORNING STOCKHOLDERS’ EQUITY | ||||||||
Preferred stock, par value $ | ||||||||
Common stock, par value $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated earnings | ||||||||
| Accumulated other comprehensive deficit | ( | ( | ||||||
| Cost of common stock in treasury (c) | ( | ( | ||||||
| Total Owens Corning stockholders’ equity | ||||||||
| Noncontrolling interests | ||||||||
| Total equity | ||||||||
| TOTAL LIABILITIES AND EQUITY | $ | $ | ||||||
(a)10 none
(b)400 135.5 issued and 77.1 outstanding at September 30, 2026; 135.5 issued and 80.2 outstanding at December 31, 2025
(c)58.4 shares at September 30, 2026 and 55.3 shares at December 31, 2025
The accompanying Notes to the Consolidated Financial Statements are an integral part of these Statements.
5
OWENS CORNING AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(unaudited)
(in millions)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||
| Total equity, beginning of period | $ | $ | $ | $ | |||||||||||||
Common stock, $ | |||||||||||||||||
| Beginning of period | |||||||||||||||||
| End of period | |||||||||||||||||
Treasury stock, $ | |||||||||||||||||
| Beginning of period | ( | ( | ( | ( | |||||||||||||
| Issuance of common stock under share-based payment plans | |||||||||||||||||
| Purchase of treasury stock | ( | ( | ( | ( | |||||||||||||
| End of period | ( | ( | ( | ( | |||||||||||||
| Additional paid-in capital (APIC): | |||||||||||||||||
| Beginning of period | |||||||||||||||||
| Issuance of common stock under share-based payment plans | ( | ( | ( | ||||||||||||||
| Stock-based compensation expense | |||||||||||||||||
| End of period | |||||||||||||||||
| Accumulated earnings: | |||||||||||||||||
| Beginning of period | |||||||||||||||||
| Net loss attributable to Owens Corning | ( | ( | ( | ( | |||||||||||||
| Dividends declared (a) | ( | ( | ( | ( | |||||||||||||
| End of period | |||||||||||||||||
| Accumulated other comprehensive earnings/deficit (AOCI): | |||||||||||||||||
| Beginning of period | ( | ( | ( | ( | |||||||||||||
| Currency translation adjustment | ( | ( | ( | ||||||||||||||
| Currency translation adjustment as a result of sale of business | |||||||||||||||||
| Pension and other postretirement adjustment (net of tax) | ( | ( | |||||||||||||||
| Deferred loss on hedging transactions (net of tax) | ( | ( | ( | ||||||||||||||
| End of period | ( | ( | ( | ( | |||||||||||||
| Noncontrolling Interest (NCI): | |||||||||||||||||
| Beginning of period | |||||||||||||||||
| Net earnings (loss) attributable to noncontrolling interests | ( | ||||||||||||||||
| Dividends distributed to noncontrolling interests | ( | ( | ( | ( | |||||||||||||
| Currency translation adjustment | ( | ( | |||||||||||||||
| Purchases (reductions) of noncontrolling interest | ( | ||||||||||||||||
| End of period | |||||||||||||||||
| Total equity, end of period | $ | $ | $ | $ | |||||||||||||
| Common shares outstanding: | |||||||||||||||||
| Beginning of period | |||||||||||||||||
| Issuance of common stock under share-based payment plans | |||||||||||||||||
| Purchase of treasury stock | ( | ( | ( | ( | |||||||||||||
| End of period | |||||||||||||||||
| Treasury shares outstanding: | |||||||||||||||||
| Beginning of period | |||||||||||||||||
| Issuance of common stock under share-based payment plans | ( | ( | ( | ||||||||||||||
| Purchase of treasury stock | |||||||||||||||||
| End of period | |||||||||||||||||
(a)Dividend declarations of $0.79 and $0.69 per share as of the three months ended September 30, 2026 and 2025, respectively. Dividend declarations of $2.37 and $2.07 per share as of the nine months ended September 30, 2026 and 2025, respectively.
The accompanying Notes to the Consolidated Financial Statements are an integral part of these Statements.
6
OWENS CORNING AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in millions)
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES | ||||||||||||||
| Net Loss | $ | ( | $ | ( | ||||||||||
| Adjustments to reconcile net losses to cash provided by operating activities: | ||||||||||||||
| Loss on discontinued operations | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Loss on sale of business | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Stock-based compensation expense | ||||||||||||||
| Goodwill impairment | ||||||||||||||
| Intangible assets impairment | ||||||||||||||
| Gains on sale of certain precious metals | ( | ( | ||||||||||||
| Other adjustments to reconcile net earnings to cash from operating activities | ( | |||||||||||||
| Change in operating assets and liabilities | ( | ( | ||||||||||||
| Pension fund contribution | ( | ( | ||||||||||||
| Payments for other employee benefits liabilities | ( | ( | ||||||||||||
| Other | ( | ( | ||||||||||||
| Net cash flow provided by operating activities | ||||||||||||||
| NET CASH FLOW USED FOR INVESTING ACTIVITIES | ||||||||||||||
| Cash paid for property, plant and equipment | ( | ( | ||||||||||||
| Proceeds from sale of assets or affiliates | ||||||||||||||
| Proceeds from sale of Glass Reinforcements business, net of cash divested | ||||||||||||||
| Other | ( | |||||||||||||
| Net cash flow used for investing activities | ( | ( | ||||||||||||
| NET CASH FLOW USED FOR FINANCING ACTIVITIES | ||||||||||||||
| Proceeds from senior revolving credit and receivables securitization facilities | ||||||||||||||
| Payments on senior revolving credit and receivables securitization facilities | ( | |||||||||||||
| Net proceeds from commercial paper | ||||||||||||||
| Payments on long-term debt | ( | ( | ||||||||||||
| Dividends paid | ( | ( | ||||||||||||
| Purchases of treasury stock | ( | ( | ||||||||||||
| Finance lease payments | ( | ( | ||||||||||||
| Other | ( | |||||||||||||
| Net cash flow used for financing activities | ( | ( | ||||||||||||
| Effect of exchange rate changes on cash | ( | |||||||||||||
| Net decrease in cash, cash equivalents and restricted cash | ( | ( | ||||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | ||||||||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | $ | $ | ||||||||||||
The accompanying Notes to the Consolidated Financial Statements are an integral part of these Statements.
7
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. | GENERAL | ||||
Unless the context requires otherwise, the terms “Owens Corning,” “Company,” “we” and “our” in these notes refer to Owens Corning and its subsidiaries.
The Consolidated Financial Statements included in this report are unaudited, pursuant to certain rules and regulations of the Securities and Exchange Commission (“SEC”), and include, in the opinion of the Company, normal recurring adjustments necessary for a fair statement of the results for the periods indicated, which, however, are not necessarily indicative of results which may be expected for the full year. The December 31, 2025 balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States (“U.S.”). In connection with the Consolidated Financial Statements and Notes included in this report, reference is made to the Consolidated Financial Statements and Notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”). Certain prior year amounts have been reclassified in order to conform to the current year presentation. On February 14, 2025, the Company announced the sale of its glass reinforcements ("GR") business. The transaction represented a strategic shift that has a major effect on the Company's operations and financial results and therefore, beginning with the quarterly report on Form 10-Q for the period ended March 31, 2025 and ending with the close of the transaction, including customary post-closing adjustments, the GR financial results are reflected in the Company’s consolidated financial statements as discontinued operations for all periods presented. Unless otherwise specified, these notes to the Consolidated Financial Statements reflect continuing operations. The Consolidated Statements of Cash Flows present cash flows from both continuing and discontinued operations. Please refer to Note 2 of the Consolidated Financial Statements for further information.
Revenue Recognition
As of September 30, 2026, our contract liability balances (for extended warranties, down payments and deposits, collectively) totaled $144 million. As of December 31, 2025, our contract liability balances totaled $133 million, of which $31 million was recognized as revenue in the nine months ended September 30, 2026. As of December 31, 2024, our contract liability balances (for extended warranties, down payments and deposits, collectively) totaled $118 million, of which $21 million was recognized as revenue in the nine months ended September 30, 2025.
Cash, Cash Equivalents and Restricted Cash
The Company defines cash and cash equivalents as cash and time deposits with maturities of three months or less when purchased. Restricted cash primarily represents amounts received from a counterparty related to its performance assurance on an executory contract, and is included in Other current assets on the Consolidated Balance Sheets. These amounts are contractually required to be set aside, and the counterparty can exchange the cash for another form of performance assurance at its discretion. Please refer to Note 16 for additional disclosures related to Supplemental Cash Flow Information.
Accounts Receivable
Our customers consist mainly of distributors, home centers, contractors and retailers. Two of our largest customers accounted for approximately 22 % and 20 %, respectively, of accounts receivable as of September 30, 2026.
Supplier Finance Programs
We review supplier terms and conditions on an ongoing basis, and have negotiated payment terms extensions in recent years in connection with our efforts to reduce working capital and improve cash flow. Separate from those terms extension actions, certain of our subsidiaries have entered into paying agency agreements with third-party administrators. These voluntary supply chain finance programs (collectively, the “Programs”) generally give participating suppliers the ability to sell, or otherwise pledge as collateral, their receivables from the Company to the participating financial institutions, at the sole discretion of both the suppliers and financial institutions. The Company is not a party to the arrangements between the suppliers and the financial institutions. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by the suppliers’ decisions to sell, or otherwise pledge as collateral, amounts under these arrangements. The Company's payment terms to the financial institutions, including the timing and amount of payments, are based on the original supplier invoices. One of our Programs includes a parent guarantee to the participating financial institution for a certain U.S. subsidiary that, at the time of the respective program’s inception in 2015, was a guarantor subsidiary of the Company’s credit agreement. The obligations are presented as Accounts payable within Total current liabilities on the Consolidated Balance Sheets and all activity related to the obligations is presented within operating activities on the Consolidated Statements of Cash Flows.
8
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The Company’s confirmed outstanding obligations under the Programs totaled $192 million and $196 million as of September 30, 2026 and December 31, 2025, respectively. The amounts of invoices paid under the Programs totaled $422 million and $459 million for the nine months ended September 30, 2026 and September 30, 2025, respectively.
Pension and Other Postretirement Benefits
The Company sponsors defined benefit pension plans. Under the plans, pension benefits are based on an employee's years of service and, for certain categories of employees, qualifying compensation. Company contributions to these pension plans are determined by an independent actuary to meet or exceed minimum funding requirements.
The Company maintains healthcare and life insurance benefit plans for certain retired employees and their dependents. The health care plans in the United States are non-funded and pay either (1) stated percentages of covered medically necessary expenses, after subtracting payments by Medicare or other providers and after stated deductibles have been met, or (2) fixed amounts of medical expense reimbursement.
Accounting for pensions and other postretirement benefits involves estimating the cost of benefits to be provided well into the future and attributing that cost over the time period each employee works. To accomplish this, extensive use is made of assumptions about investment returns, discount rates, inflation, mortality, turnover and medical costs.
Derivative Financial Instruments
The Company is exposed to commodity price, foreign currency exchange rate, and interest rate risks in the normal course of business. The Company’s risk management program uses derivative financial instruments to manage a portion of the volatility associated with these exposures and does not enter into derivatives for trading purposes.
Derivatives designated as cash flow hedges are assessed for effectiveness quarterly. Changes in the fair value of effective cash flow hedges are recorded in Accumulated other comprehensive deficit (“AOCI”) and reclassified into Cost of sales (for commodity hedges) on the Consolidated Statements of Earnings in order to mirror the location of the hedged items impacting earnings. Cash settlements related to commodity cash flow hedges are included in Operating activities in the Consolidated Statements of Cash Flows.
The Company uses foreign exchange forward contracts to manage foreign currency risk associated with certain monetary assets and liabilities recorded on the Consolidated Balance Sheets. Gains and losses from the changes in the fair value of these instruments are recorded in Other (income) expense, net on the Consolidated Statements of Earnings, and are substantially offset by remeasurement impacts on the related foreign currency denominated balance sheet exposures. As of September 30, 2026, the Company had notional amounts of $150 million for non-designated derivative financial instruments related to foreign currency exposures in U.S. Dollars primarily related to the Mexican Peso, Hong Kong Dollar, Indian Rupee, Chinese Yuan and Chilean Peso. In addition, the Company had notional amounts of $88 million for non-designated derivative financial instruments related to foreign currency exposures in European Euro primarily related to the Polish Złoty, Danish Krone and the Norwegian Krone.
In 2020, the Company entered into a $175 million forward U.S. Treasury rate lock agreement to manage the U.S. Treasury portion of its interest rate risk associated with anticipated debt issuance. The agreement was designated as a cash flow hedge and was settled in December 2022. Upon settlement, the Company received cash proceeds of $37 million, of which $31 million was deferred into AOCI and is being amortized to Interest expense, net on the Consolidated Statements of Earnings over the term of the Company's 5.700 % senior notes due 2034. During the nine months ended September 30, 2026, less than $3 million was recognized in Interest expense, net on the Consolidated Statements of Earnings related to amortization. As of September 30, 2026, $24 million of unrecognized gains related to the rate lock agreement remained in AOCI.
There have been no significant changes in the Company's objectives, strategies, or derivative programs since December 31, 2025. For a complete discussion of the Company's derivative instruments and hedging activities, see Note 5 of the Consolidated Financial Statements within our 2025 Form 10-K.
9
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Accounting Pronouncements
New Pronouncements Adopted
In July 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2025-05, "Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets," which provides entities with a practical expedient when estimating expected credit losses for current accounts receivable and contract assets arising from transactions accounted for under Accounting Standards Codification ("ASC") 606. The guidance became effective January 1, 2026. We have adopted and determined that this guidance did not have a material effect on our Consolidated Financial Statements.
New Pronouncements Issued
In May 2026, the FASB issued ASU 2026-02, "Environmental Credits and Environmental Credit Obligations (Topic 818)," which establishes recognition, measurement, presentation, and disclosure guidance for environmental credits and related obligations. The new standard provides a comprehensive framework for accounting for environmental credits and environmental credit obligations, an area for which limited guidance previously existed under U.S. GAAP. The guidance is effective January 1, 2028. We are currently assessing the impact adopting this standard will have on our consolidated financial statement disclosures. We do not believe the adoption of this guidance will have a material effect on our results of operations.
In December 2025, the FASB issued ASU 2025-11, "Interim Reporting (Topic 270): Narrow-Scope Improvements," which improves the navigability and clarity of the interim reporting guidance. The guidance is effective January 1, 2028. We are currently assessing the impact adopting this standard will have on our Consolidated Financial Statement disclosures. We do not believe the adoption of this guidance will have a material effect on our results of operations.
In December 2025, the FASB issued ASU 2025-10, "Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities," which establishes recognition, measurement, and presentation guidance for government grants received by business entities. The guidance is effective January 1, 2029. We are currently assessing the impact adopting this standard will have on our Consolidated Financial Statement disclosures. We do not believe the adoption of this guidance will have a material effect on our results of operations.
In November 2025, the FASB issued ASU 2025-09, "Derivatives and Hedging (Topic 815): Hedge Accounting Improvements," which enhances hedge accounting by aligning financial reporting more closely with actual economic risk management and introduces certain targeted refinements. The guidance is effective January 1, 2027. We are currently assessing the impact adopting this standard will have on our Consolidated Financial Statement disclosures. We do not believe the adoption of this guidance will have a material effect on our results of operations.
In September 2025, the FASB issued ASU 2025-06, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software," which includes targeted improvements to recognition guidance for capitalizing software costs, replacing the previous stage-based model with a principles-based framework. The guidance is effective January 1, 2028. We are currently assessing the impact adopting this standard will have on our Consolidated Financial Statement disclosures. We do not believe the adoption of this guidance will have a material effect on our results of operations.
In November 2024, the FASB issued ASU 2024‑03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220‑40)," which requires enhanced expense‑category disclosures in the notes to the financial statements. In January 2025, the FASB issued ASU 2025‑01, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)," which clarifies the effective date of ASU 2024‑03. The guidance is effective January 1, 2027 for the Company, with interim adoption beginning in 2028. We are currently assessing the impact adopting this standard will have on our consolidated financial statement disclosures. We do not believe the adoption of this guidance will have a material effect on our results of operations.
2. | DISCONTINUED OPERATIONS | ||||
On February 13, 2025, the Company entered into a definitive agreement ("GR Agreement") for the sale of our GR business, historically reported within the Composites segment, for a purchase price of approximately $436 million, less costs to sell. The GR business manufactured, fabricated, and sold glass fiber reinforcements for a broad range of end markets.
The transaction represented a strategic shift that has a major effect on the Company's operations and financial results. Accordingly, beginning with the quarterly report on Form 10-Q for the period ended March 31, 2025 and ending with the close
10
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
of the transaction, including customary post-closing adjustments, the financial results of the GR business are reflected in the Company’s consolidated financial statements as discontinued operations for all periods presented.
Upon classification as held for sale, the Company allocated $98 million of goodwill from the former Composites reporting unit to the discontinued operation based on relative fair values.
On April 14, 2026, the Company entered into an amendment to the GR Agreement ("Amendment") based on changes in market conditions, including a $110 million decrease in the purchase price, the transfer of approximately $32 million in carrying value of additional assets at closing, and the elimination of previously contemplated $225 million seller financing. The Company completed the sale on April 30, 2026 for proceeds of $370 million, net of cash divested and a deposit received at the announcement of the deal. The final proceeds are subject to customary post-closing adjustments.
During the three months ended September 30, 2026, the Company recognized a pre-tax loss of $8 million, primarily reflecting a preliminary post-closing adjustment of $6 million. During the nine months ended September 30, 2026, the Company recognized a pre-tax loss of $183 million, primarily reflecting revised transaction terms. These losses were measured as the excess of the carrying value of the discontinued operation over the fair value of consideration received, less costs to sell, and are presented within Net (loss) earnings from discontinued operations attributable to Owens Corning, net of tax, on the Consolidated Statements of Earnings.
The Company does not expect to recognize material incremental charges related to the transaction, although final amounts remain subject to customary post-closing adjustments.
The following table summarizes Net (loss) earnings from discontinued operations attributable to Owens Corning, net of tax included within the Consolidated Statements of Earnings:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
(In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| NET SALES | $ | $ | $ | $ | |||||||||||||
| COST OF SALES | |||||||||||||||||
| OPERATING EXPENSES | |||||||||||||||||
| Marketing and administrative expenses | |||||||||||||||||
| Loss from classification as discontinued operation | |||||||||||||||||
| Other expense, net | |||||||||||||||||
| Total operating expenses | |||||||||||||||||
| Interest expense, net | |||||||||||||||||
| Income tax (benefit) expense | ( | ( | |||||||||||||||
| NET (LOSS) EARNINGS FROM DISCONTINUED OPERATIONS ATTRIBUTABLE TO OWENS CORNING, NET OF TAX | $ | ( | $ | $ | ( | $ | ( | ||||||||||
11
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Major classes of assets and liabilities of discontinued operations include the following:
(In millions) | December 31, 2025 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | |||||||
| Receivables, less allowance | ||||||||
| Inventories | ||||||||
| Other current assets | ||||||||
| Current assets of discontinued operations | $ | |||||||
| Property, plant and equipment, net | ||||||||
| Goodwill | ||||||||
| Deferred income taxes | ||||||||
| Valuation allowance for discontinued operations | ( | |||||||
| Other non-current assets | ||||||||
| Non-current assets of discontinued operations | $ | |||||||
| LIABILITIES | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | |||||||
| Other current liabilities | ||||||||
| Current liabilities of discontinued operations | $ | |||||||
| Other liabilities | ||||||||
| Non-current liabilities of discontinued operations | $ | |||||||
Cash flows related to discontinued operations are included within the Consolidated Statements of Cash Flows. Cash paid for property, plant and equipment for the nine months ended September 30, 2026 and September 30, 2025 was $28 million and $64 million, respectively.
3. | SEGMENT INFORMATION | ||||
Operating segments are aggregated into reportable segments based on consideration of the following factors: similarity of economic characteristics, the nature of business activities, the management structure directly accountable to our chief operating decision maker ("CODM") for operating and administrative activities, availability of discrete financial information and information presented to the Board of Directors and investors. Accounting policies for the segments are the same as those for the Company. The Company’s three reportable segments are defined as follows:
Roofing – Within our Roofing segment, the Company manufactures and sells residential roofing shingles, oxidized asphalt materials, roofing components and composite lumber primarily used in residential construction. Roofing also manufactures and sells glass mat and specialty veil materials used in building and construction applications.
Insulation – Within our Insulation segment, the Company manufactures and sells thermal and acoustical batts, loose fill insulation, spray foam insulation, wet use chopped strand, foam sheathing and accessories. It also manufactures and sells glass fiber pipe insulation, energy efficient flexible duct media, bonded and granulated stone wool insulation, cellular glass insulation, and foam insulation used in above- and below-grade construction applications.
Doors - Within our Doors segment, the Company manufactures and sells interior and exterior doors and door systems, including entry doors, interior doors, and related door components. These products are primarily used in residential construction and remodeling applications.
12
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NET SALES
The following tables show a disaggregation of our net sales by segment and geographic region. Corporate eliminations (shown below) largely reflect intercompany sales from Insulation and Roofing. External customer sales are attributed to geographic region based upon the location from which the product is sold to the external customer.
| Three Months Ended September 30, 2026 | ||||||||||||||||||||
| (In millions) | Roofing | Insulation | Doors | Subtotal | Eliminations | Consolidated | ||||||||||||||
| Disaggregation Categories | ||||||||||||||||||||
| North America Residential | $ | $ | $ | $ | $ | ( | $ | |||||||||||||
| North America Non-Residential | ( | |||||||||||||||||||
| Total North America | ( | |||||||||||||||||||
| Europe | ||||||||||||||||||||
| Asia-Pacific | ||||||||||||||||||||
| Rest of world | ||||||||||||||||||||
| NET SALES | $ | $ | $ | $ | $ | ( | $ | |||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||||||
| (In millions) | Roofing | Insulation | Doors | Subtotal | Eliminations | Consolidated | ||||||||||||||
| Disaggregation Categories | ||||||||||||||||||||
| North America Residential | $ | $ | $ | $ | $ | ( | $ | |||||||||||||
| North America Non-Residential | ( | |||||||||||||||||||
| Total North America | ( | |||||||||||||||||||
| Europe | ( | |||||||||||||||||||
| Asia-Pacific | ||||||||||||||||||||
| Rest of world | ||||||||||||||||||||
| NET SALES | $ | $ | $ | $ | $ | ( | $ | |||||||||||||
13
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
| Nine Months Ended September 30, 2026 | ||||||||||||||||||||
| (In millions) | Roofing | Insulation | Doors | Subtotal | Eliminations | Consolidated | ||||||||||||||
| Disaggregation Categories | ||||||||||||||||||||
| North America Residential | $ | $ | $ | $ | $ | ( | $ | |||||||||||||
| North America Non-Residential | ( | |||||||||||||||||||
| Total North America | ( | |||||||||||||||||||
| Europe | ( | |||||||||||||||||||
| Asia-Pacific | ||||||||||||||||||||
| Rest of world | ||||||||||||||||||||
| NET SALES | $ | $ | $ | $ | $ | ( | $ | |||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||
| (In millions) | Roofing | Insulation | Doors | Subtotal | Eliminations | Consolidated | ||||||||||||||
| Disaggregation Categories | ||||||||||||||||||||
| North America Residential | $ | $ | $ | $ | $ | ( | $ | |||||||||||||
| North America Non-Residential | ( | |||||||||||||||||||
| Total North America | ( | |||||||||||||||||||
| Europe | ( | |||||||||||||||||||
| Asia-Pacific | ||||||||||||||||||||
| Rest of world | ||||||||||||||||||||
| NET SALES | $ | $ | $ | $ | $ | ( | $ | |||||||||||||
EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION
The Company identifies the Chief Executive Officer as the CODM. In applying the criteria set forth in the standards for reporting information about segments in financial statements, we have determined that we have three reportable segments – Roofing, Insulation, and Doors. The key factors used to identify these reportable segments are the organization and alignment of our internal operations and the nature of our products. The CODM uses earnings before interest, taxes, depreciation and amortization (“EBITDA”) for each reportable segment to assess segment performance and make decisions on the allocation of resources. Segment EBITDA targets are established on an annual basis and used by the CODM throughout the year to compare with actual results. Quarterly forecasts supplement annual targets and provide incremental information utilized to assess the performance of a segment. Segment EBITDA variance analysis further provides insight into segment operational cost optimization.
The Company does not regularly provide significant segment expense detail to the CODM. EBITDA by segment consists of net sales less related costs and expenses, which are mainly comprised of cost of sales and marketing and administrative costs, plus depreciation and amortization. EBITDA is presented on a basis that is used internally for evaluating segment performance. Certain items, such as general corporate expenses or income and certain other expense or income items, are excluded from the internal evaluation of segment performance. Accordingly, these items are not reflected in EBITDA for our reportable segments and are included within Corporate, Other and Eliminations.
14
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The following table summarizes EBITDA by segment:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Reportable Segments | |||||||||||||||||
| Roofing | $ | $ | $ | $ | |||||||||||||
| Insulation | |||||||||||||||||
| Doors | |||||||||||||||||
| Total reportable segments | |||||||||||||||||
| Corporate, Other and Eliminations | |||||||||||||||||
| Restructuring excluding depreciation | ( | ( | ( | ( | |||||||||||||
| Acquisition-related integration costs excluding depreciation | ( | ( | ( | ||||||||||||||
| Gains on sale of certain precious metals | |||||||||||||||||
| Impairment of investments | ( | ( | |||||||||||||||
| Paroc marine recall | ( | ( | |||||||||||||||
| Gain (Loss) on sale of businesses | ( | ( | |||||||||||||||
| Goodwill impairment | ( | ( | ( | ( | |||||||||||||
| Intangible assets impairment | ( | ( | |||||||||||||||
| Gain on sale of site (a) | |||||||||||||||||
| General corporate expense and other | ( | ( | ( | ( | |||||||||||||
| Total Corporate, other and eliminations | ( | ( | ( | ( | |||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | |||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||
| (LOSS) EARNINGS FROM CONTINUING OPERATIONS BEFORE TAXES | $ | ( | $ | ( | $ | $ | |||||||||||
(a)This gain relates to the sale of a site that was part of a previous restructuring action in the Roofing segment.
TOTAL ASSETS AND PROPERTY, PLANT AND EQUIPMENT
The following table summarizes total assets by segment:
| (In millions) | September 30, 2026 | December 31, 2025 | ||||||
| Assets allocated to reportable segments | ||||||||
| Roofing | $ | $ | ||||||
| Insulation | ||||||||
| Doors | ||||||||
| Total reportable segments | ||||||||
| Assets not allocated to reportable segments | ||||||||
| Cash and cash equivalents | ||||||||
| Non-current deferred income taxes | ||||||||
| Investments in affiliates | ||||||||
| Corporate property, plant and equipment, other assets and eliminations | ||||||||
| TOTAL ASSETS FROM CONTINUING OPERATIONS | $ | $ | ||||||
15
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The following table summarizes total property, plant and equipment, net by geographic region:
| (In millions) | September 30, 2026 | December 31, 2025 | ||||||
| North America | $ | $ | ||||||
| Europe | ||||||||
| Asia Pacific | ||||||||
| Rest of world | ||||||||
| PROPERTY, PLANT AND EQUIPMENT, NET FROM CONTINUING OPERATIONS | $ | $ | ||||||
ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT
The following table summarizes cash paid for property, plant and equipment by segment:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Reportable Segments | |||||||||||||||||
| Roofing | $ | $ | $ | $ | |||||||||||||
| Insulation | |||||||||||||||||
| Doors | |||||||||||||||||
| Total reportable segments | |||||||||||||||||
| General corporate additions | |||||||||||||||||
| ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT FROM CONTINUING OPERATIONS | $ | $ | $ | $ | |||||||||||||
4. | INVENTORIES | ||||
Inventories consist of the following:
| (In millions) | September 30, 2026 | December 31, 2025 | ||||||
| Finished goods | $ | $ | ||||||
| Materials and supplies | ||||||||
| Total inventories | $ | $ | ||||||
5. | GOODWILL AND OTHER INTANGIBLE ASSETS | ||||
The Company tests goodwill and indefinite-lived intangible assets for impairment as of October 1st each year, or more frequently should circumstances change or events occur that would more likely than not reduce the fair value of a reporting unit below its carrying amount.
16
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Goodwill
The changes in the net carrying amount of goodwill by segment are as follows:
| (In millions) | Roofing | Insulation | Doors | Total | ||||||||||
Gross carrying amount at December 31, 2025 | $ | $ | $ | $ | ||||||||||
| Divestiture | ( | ( | ||||||||||||
| Foreign currency translation | ( | ( | ( | ( | ||||||||||
Gross carrying amount at September 30, 2026 | ||||||||||||||
Accumulated impairment losses at December 31, 2025 | ( | ( | ( | |||||||||||
| Impairment charge | ( | ( | ||||||||||||
| Foreign currency translation | ||||||||||||||
Accumulated impairment losses at September 30, 2026 | ( | ( | ( | |||||||||||
Balance, net of impairment at September 30, 2026 | $ | $ | $ | $ | ||||||||||
Third Quarter Goodwill Triggering Event
In the third quarter of 2026, the Company performed its ongoing assessment to consider whether events or circumstances had occurred that could more likely than not reduce the fair value of our reporting units below their carrying values. During the third quarter of 2026, a reduced financial outlook for the Doors reporting unit was due to increased inflationary pressures and lower volumes, driven by heightened macroeconomic uncertainties including declines in North America discretionary residential repair and remodeling activities and challenges in North America residential new construction. Considering these developments together with the reporting unit's narrow cushion, due to the impairment taken in the fourth quarter of 2025, the Company concluded that a triggering event had occurred, requiring interim goodwill impairment testing as of September 30, 2026.
The test resulted in the carrying value of the reporting unit exceeding its fair value, and, resultingly, the Company recorded a $366 million pre-tax non-cash impairment charge, fully impairing the remaining Doors reporting unit goodwill in the third quarter of 2026. This charge was recorded in the Goodwill impairment line on the Consolidated Statements of Earnings and was included in the Corporate, Other and Eliminations reporting category. The fair value of the Doors reporting unit was determined based on the discounted cash flow analysis, or income approach. The reduction in fair value, and corresponding impairment charge, was primarily driven by an anticipated decrease in EBITDA, including 2027 in the Company's forecast. The most significant assumptions used in the fair value analysis were base year revenue, revenue growth rate, long-term growth rate, adjusted EBITDA margins and discount rate.
17
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Other Intangible Assets
Other intangible assets consist of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| (In millions) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||
| Indefinite-lived trademarks and trade names | $ | $ | — | $ | $ | $ | — | $ | |||||||||||||||
| Amortizable intangible assets | |||||||||||||||||||||||
| Customer relationships | ( | ( | |||||||||||||||||||||
| Technology | ( | ( | |||||||||||||||||||||
| Trademarks and trade names | ( | ( | |||||||||||||||||||||
| Other (a) | ( | ( | |||||||||||||||||||||
| Total other intangible assets | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||
(a) Other primarily includes emissions rights.
Indefinite-Lived Intangible Assets
In the third quarter of 2026, the Company performed an interim impairment test for an indefinite-lived tradename used by its Doors reportable segment, triggered by the same conditions that precipitated the interim goodwill impairment test described above for the third quarter of 2026 as well as a management decision regarding a change in the expected use of the tradename. This decision changed the period over which the tradename was expected to provide economic benefits and was an additional factor in management's impairment assessment. As a result of this test, the Company recorded a pre-tax non-cash impairment charge of $77 million. This charge was recorded in the Intangible assets impairment line on the Consolidated Statements of Earnings and was included in the Corporate, Other and Eliminations reporting category. Following the impairment assessment, the Company determined that the tradename no longer had an indefinite useful life and, as of September 30, 2026, reclassified the remaining carrying value of the tradename of $79 million as a definite-lived intangible asset.
Fair value of the impaired tradename was calculated using the relief-from-royalty method by applying an estimated market participant royalty rate of 0.5% to the forecasted revenues associated with the tradename. The resulting cash flows from this calculation were discounted at a rate based on a market participant discount rate. The most significant assumptions used in the fair value analysis were base year revenue, revenue growth rate, long-term growth rate and royalty rate.
Definite-Lived Intangible Assets
The Company amortizes the cost of other intangible assets over their estimated useful lives which, individually, range up to 25 years. The Company's future cash flows are not materially impacted by its ability to extend or renew agreements related to its amortizable intangible assets.
Amortization expense for intangible assets for the three and nine months ended September 30, 2026 was $33 million and $101 million, respectively. Amortization expense for intangible assets for the three and nine months ended September 30, 2025 was $37 million and $114 million, respectively. Amortization expense for intangible assets is estimated to be $39 million for the remainder of 2026.
In the third quarter of 2026, the Company determined that the tradename discussed above no longer had an indefinite useful life as a result of management's expected use of the tradename. Following recognition of the $77 million impairment charge, the remaining carrying value of the tradename of $79 million was reclassified to definite-lived intangible assets as of September 30, 2026 and will be amortized prospectively over its estimated remaining useful life of 3 years.
18
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The estimated amortization expense for intangible assets for the next five years is as follows:
| (In millions) | Amortization | ||||
| 2027 | $ | ||||
| 2028 | $ | ||||
| 2029 | $ | ||||
| 2030 | $ | ||||
| 2031 | $ | ||||
6. | PROPERTY, PLANT AND EQUIPMENT | ||||
Property, plant and equipment consist of the following:
| (In millions) | September 30, 2026 | December 31, 2025 | ||||||
| Land | $ | $ | ||||||
| Buildings and leasehold improvements | ||||||||
| Machinery and equipment | ||||||||
| Construction in progress | ||||||||
| Property, plant and equipment, gross | ||||||||
| Accumulated depreciation | ( | ( | ||||||
| Property, plant and equipment, net | $ | $ | ||||||
Machinery and equipment includes certain precious metals used in our production tooling, which comprise approximately 3 % and 4
Upon completion of the sale of the GR business in the second quarter of 2026, the Company began selling excess precious metals. As a result, the Company sold certain precious metals resulting in gains of $7 million and $19 million for the three and nine months ended September 30, 2026, respectively. The Company sold certain precious metals resulting in no gains for the three months ended September 30, 2025 and gains of $10 million for the nine months ended September 30, 2025. These gains are included in Other expense, net on the Consolidated Statements of Earnings and are reflected in the Corporate, Other and Eliminations reporting category. The cash proceeds from the sales are included in Net cash flow used for investing activities in the Consolidated Statements of Cash Flows.
We also exchanged certain precious metals used in production tooling for certain other precious metals to be used in production tooling. During the three months ended September 30, 2026, there were no non-cash exchanges. During the nine months ended September 30, 2026, these non-cash exchanges resulted in a net increase to Machinery and equipment of $10 million and a gain totaling $10 million. During the three and nine months ended September 30, 2025, these non-cash exchanges resulted in a net increase to Machinery and equipment of $14 million and $25 million, as well as gains totaling $14 million and $25 million, respectively. These gains are included in Other expense, net on the Consolidated Statements of Earnings and reflected in the Corporate, Other and Eliminations reporting category. These non-cash investing activities are not included in Net cash flow used by investing activities in the Consolidated Statements of Cash Flows.
During the third quarter of 2026, the Company determined that certain asset groups within our Doors reportable segment should be assessed for recoverability, primarily as a result of the same conditions that precipitated the interim Doors reporting unit goodwill impairment test described in Note 5 of the Consolidated Financial Statements. Recoverability of the long-lived assets, including definite-lived intangibles, was measured by comparing the carrying amount of the asset groups to the future net undiscounted cash flows expected to be generated by the asset groups. These comparisons determined that the asset groups were recoverable.
7. | DIVESTITURES | ||||
On February 24, 2026, the Company entered into an agreement and sold its distribution business, which was part of the Doors segment, which further aligns with our strategy to streamline operations in the segment. The business represented annual net revenues of approximately $70 million. As a result of the sale, the Company received consideration of approximately
19
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
$40 million, net of cash sold and subject to customary working capital adjustments. During the three months ended September 30, 2026 the Company recognized an additional pre-tax loss of $3 million related to customary working capital adjustments, resulting in a final pre‑tax gain on sale of approximately $1 million, which is recorded in Other expense, net on the Consolidated Statements of Earnings.
On November 4, 2024, the Company entered into a related party agreement to sell its building materials business in China and Korea to a member of the business' management team. The disposal further aligns with the strategy to reshape the Company to focus on residential and commercial building products in North America and Europe. The transaction included six insulation manufacturing facilities in China and a roofing manufacturing facility in Korea. The building materials business, within the Insulation segment, represented annual revenues of approximately $130 million. The Company completed the transaction in July 2025 and in the second quarter of 2026 finalized certain related asset transfers.
As a result of the sale agreement and related held‑for‑sale accounting, the Company incurred a pre‑tax loss of approximately $2 million and $28 million for the three and nine months ended September 30, 2025, respectively. This loss was a result of closing the sale, amendments to the related party agreement and changes in working capital and was included within Loss on sale of business on the Consolidated Statements of Earnings. The Company does not expect to incur further material charges related to this sale.
8. | WARRANTIES | ||||
The Company records a liability for warranty obligations at the date the related products are sold. Adjustments are made as new information becomes available. Please refer to Note 1 of the Consolidated Financial Statements within our 2025 Form 10-K for information about our separately-priced extended warranty contracts. The warranty liability is included in Other liabilities and Other current liabilities on the Consolidated Balance Sheets. A reconciliation of the warranty liability is as follows:
| September 30, | ||||||||
| (In millions) | 2026 | 2025 | ||||||
| Beginning balance | $ | $ | ||||||
| Amounts accrued for current year | ||||||||
| Settlements/adjustments of warranty claims | ( | ( | ||||||
| Ending balance | $ | $ | ||||||
9. | RESTRUCTURING | ||||
The Company may incur restructuring, and other exit costs in connection with its global cost reduction, product line and productivity initiatives and the Company’s growth strategy.
Global Corporate Restructuring
In the first quarter of 2026, the Company took actions to reduce operating expenses. These actions are expected to result in cumulative charges of approximately $58 million, primarily related to severance and other exit costs. During the nine months of 2026, the Company recorded $31 million of cash charges related to severance.
Roofing Integration Restructuring
In September 2025, the Company took actions to reduce costs in its Roofing segment, primarily through relocation of its lumber facility. These actions are expected to result in cumulative charges of approximately $22 million, primarily related to accelerated depreciation, asset write-offs, and other exit costs. During the nine months of 2026, the Company recorded $2 million of charges, including $1 million of non-cash charges related to accelerated depreciation and $1 million in cash charges related to other exit costs. During the nine months of 2025, the Company recorded $7 million of charges, including non-cash charges of $6 million related to other exit costs and accelerated depreciation and $1 million of cash charges primarily related to severance.
Building Materials Business Sale Restructuring
On November 4, 2024, the Company entered into a related party agreement to sell its Insulation segment's building materials business in China and Korea to a member of the business’ management team. Following the signing of the agreement, the Company took actions to reduce headcount and implement cost savings initiatives. These actions were expected to result in
20
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
cumulative costs of approximately $15 million, primarily related to severance and other exit costs. During the nine months of 2026, the Company did not incur any charges related to this project. During the nine months of 2025, the Company recorded $2 million of income primarily related to a reduction in severance. The Company does not expect to recognize significant incremental costs related to these actions.
Acquisition-Related Restructuring
Following the acquisition of Masonite, within the Company's Doors segment, the Company took actions to realize expected synergies from the newly acquired operations by closing certain locations and consolidating production. These actions include the decision to close the Santiago, Chile facility in 2024. In the second quarter of 2025, the Company announced the closure of the Prineville, Oregon facility. In the third quarter of 2025, the Company announced the closure of the Greenville, Texas facility. In the fourth quarter of 2025, the Company announced the closure of the Aldergrove, British Columbia facility and the Mesquite, Texas facility. In the second quarter of 2026, the Company announced the closure of the Walkerton, Indiana facility. In the third quarter of 2026, the Company announced the closure of the Kirkwood, New York facility.
In connection with the Prineville closure, the Company estimates it will incur cash charges of approximately $12 million, primarily related to contract termination costs, severance and other exit costs, and non-cash charges of approximately $30 million, primarily related to accelerated depreciation and write-offs of inventory.
In connection with the Greenville closure, the Company estimates it will incur cash charges of approximately $7 million, primarily related to severance and other exit costs, and non-cash charges of approximately $10 million, primarily related to accelerated depreciation.
In connection with the Aldergrove closure, the Company estimates it will incur cash charges of approximately $22 million, primarily related to lease termination and severance, and non-cash charges of approximately $7 million primarily related to accelerated depreciation.
In connection with the Mesquite closure, the Company estimates it will incur cash charges of approximately $2 million, primarily related to other exit costs, and non-cash charges of approximately $7 million, primarily related to accelerated depreciation.
In connection with the Walkerton closure, the Company estimates it will incur cash charges of approximately $6 million, primarily related to severance and other exit costs, and non-cash charges of approximately $7 million, primarily related to accelerated depreciation.
In connection with the Kirkwood closure, the Company estimates it will incur cash charges of approximately $4 million, primarily related to other exit costs and severance, and non-cash charges of approximately $7 million, primarily related to accelerated depreciation.
During the nine months of 2026, the Company recorded charges of $41 million, of which $23 million were cash charges primarily related to other exit costs and severance and $18 million were non-cash charges primarily related to accelerated depreciation and other exit costs. During the nine months of 2025, the Company recorded $37 million of charges, including non-cash charges of $24 million related to accelerated depreciation and $13 million of cash charges primarily related to severance. The Company is continuing to review synergies as a result of this acquisition and expects to incur incremental costs throughout 2026.
Global Composites Restructuring
In December 2023, the Company took actions to reduce costs throughout our former global Composites segment due to market conditions, primarily through global workforce reductions, as well as streamlining manufacturing and supply chain operations. These actions primarily included salaried workforce reductions and the relocation of the Changzhou, China operations to Hangzhou, China.
In connection with these actions, the Company estimated it would incur cash charges in the range of $20 million to $30 million, primarily related to severance and other exit costs, including termination costs, and non-cash charges in the range of $15 million to $20 million, primarily related to accelerated depreciation.
During the nine months of 2026, the Company did not incur any charges related to this project. During the nine months of 2025, the Company recorded $5 million of cash charges primarily related to severance. The Company does not expect to recognize significant incremental costs related to these actions.
21
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
European Operating Structure Optimization
In March 2023, the Company took actions to optimize the operating structure of its segments across Europe to increase its competitiveness. These actions were expected to result in cumulative costs of approximately $20 million, primarily related to severance and other exit costs.
During the nine months of 2026, the Company did not incur any charges related to this project. During the nine months of 2025, the Company recorded $3 million of income primarily related to a reduction in severance. The Company does not expect to recognize significant incremental costs related to these actions.
Consolidated Statements of Earnings From Continuing Operations Classification
The following table presents the impact and respective location of total restructuring on the Consolidated Statements of Earnings From Continuing Operations, which are included within Corporate, Other and Eliminations:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||
| (In millions) | Location | 2026 | 2025 | 2026 | 2025 | |||||||||||||||
| Accelerated depreciation | Cost of sales | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||
| Other exit costs | Cost of sales | ( | ( | ( | ( | |||||||||||||||
| Other exit costs | Marketing & administrative expenses | ( | ||||||||||||||||||
| Severance | Other expense, net | ( | ( | ( | ( | |||||||||||||||
| Other exit income (costs) | Other expense, net | ( | ( | |||||||||||||||||
| Total Restructuring Costs | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||
Summary of Unpaid Liabilities
The following tables summarize the status of the unpaid liabilities from the Company’s restructuring activities:
| September 30, 2026 | ||||||||||||||||||||
| (In millions) | Building Materials Business Sale | Acquisition-Related Restructuring | Global Composites Restructuring | European Operating Structure Optimization | Roofing Integration Restructuring | Global Corporate Restructuring | ||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | $ | $ | ||||||||||||||
| Restructuring costs | ||||||||||||||||||||
| Payments | ( | ( | ( | ( | ||||||||||||||||
| Accelerated depreciation and other non-cash items | ( | ( | ||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | $ | $ | ||||||||||||||
| Cumulative charges incurred | $ | $ | $ | $ | $ | $ | ||||||||||||||
As of September 30, 2026, the remaining liability balance of $24 million was primarily related to severance, which the Company expects to pay over the next twelve months.
22
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
| September 30, 2025 | |||||||||||||||||
| (In millions) | Building Materials Business Sale | Acquisition-Related Restructuring | Global Composites Restructuring | European Operating Structure Optimization | Roofing Integration Restructuring | ||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | ||||||||||||
| Restructuring costs | ( | ( | |||||||||||||||
| Payments | ( | ( | ( | ( | |||||||||||||
| Accelerated depreciation and other non-cash items | ( | ( | |||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | ||||||||||||
| Cumulative charges incurred | $ | $ | $ | $ | $ | ||||||||||||
10. | DEBT | ||||
Details of the Company’s outstanding long-term debt, as well as the fair values, are as follows:
| September 30, 2026 | December 31, 2025 | |||||||||||||
| (In millions) | Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||
| $ | % | $ | % | |||||||||||
| % | % | |||||||||||||
| % | % | |||||||||||||
| % | % | |||||||||||||
| % | % | |||||||||||||
| % | % | |||||||||||||
| % | % | |||||||||||||
| % | % | |||||||||||||
| % | % | |||||||||||||
| % | % | |||||||||||||
| % | % | |||||||||||||
Various finance leases, due through 2056 (a) | % | % | ||||||||||||
| Total long-term debt | N/A | N/A | ||||||||||||
| Less – current portion of senior notes | % | % | ||||||||||||
| Less – current portion of finance leases and other (a) | % | % | ||||||||||||
| Long-term debt, net of current portion | $ | N/A | $ | N/A | ||||||||||
(a)The Company determined that the book value of the above noted long-term debt instruments approximates fair value.
The fair values of the Company's outstanding long-term debt instruments were estimated using market observable inputs, including quoted prices in active markets, market indices and interest rate measurements. Within the hierarchy of fair value measurements, these are Level 2 fair values.
Senior Notes
The Company issued $500 million of 2027 senior notes with an annual interest rate of 5.500 %, $800 million of 2034 senior notes with an annual interest rate of 5.700 % and $700 million of 2054 senior notes with an annual interest rate of 5.950 % on May 31, 2024. The proceeds from these notes were used to repay a portion of the outstanding borrowings under the Company's prior 364-day credit facility that was used to fund a portion of the purchase of Masonite in the second quarter of 2024 and to pay related fees and expenses. As of September 30, 2026, the $499 million outstanding balance related to the 2027 senior notes was recorded in Long-term debt – current portion on the Consolidated Balance Sheets.
23
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
On May 1, 2024, in connection with the acquisition of Masonite, we commenced an offer to exchange (the “Exchange Offer”) any and all of Masonite’s outstanding 3.50 % Senior Notes due 2030 (the “Masonite 2030 notes”) for new 3.50 % Senior Notes due 2030 of Owens Corning (the “Owens Corning 2030 notes”). On May 22, 2024, 99.51 % of the outstanding Masonite 2030 notes were exchanged and we issued $373 million aggregate principal amount of Owens Corning 2030 notes, which was a non-cash financing transaction for the Company. Interest on the notes is payable semiannually in arrears on February 15 and August 15 each year, beginning on August 15, 2024. Following the settlement of the Exchange Offer, approximately $2 million of the Masonite 2030 notes that were not exchanged remain outstanding, which has been recorded on the Consolidated Balance Sheets.
On April 15, 2024, in connection with the acquisition of Masonite, we commenced a tender offer (the “Tender Offer”) to purchase any and all of Masonite's outstanding 5.375 % Senior Notes due 2028 (the “Masonite 2028 notes”) with an aggregate value of $501 million. On May 13, 2024, 94.25 % of the outstanding Masonite 2028 notes were validly tendered, with Owens Corning making a cash payment on May 16, 2024 of approximately $480 million, inclusive of $7 million of interest and $1 million premium on tender. Following the settlement of the Tender Offer, approximately $29 million of the Masonite 2028 notes that were not tendered remained outstanding. On February 1, 2025, the Company issued a par call to repay the remaining portion of its outstanding Masonite 2028 notes for $30 million inclusive of accrued interest.
The Company issued $300 million of 2030 senior notes on May 12, 2020. Interest on the notes is payable semiannually in arrears on June 1 and December 1 each year, beginning on December 1, 2020. The proceeds from these notes were used for general corporate purposes.
The Company issued $450 million of 2029 senior notes on August 12, 2019. Interest on the notes is payable semiannually in arrears on February 15 and August 15 each year, beginning on February 15, 2020. The proceeds from these notes were used to repay $416 million of our 2022 senior notes and $34 million of our 2036 senior notes.
The Company issued $400 million of 2048 senior notes on January 25, 2018. Interest on the notes is payable semiannually in arrears on January 30 and July 30 each year, beginning on July 30, 2018. The proceeds from these notes were used, along with borrowings on a $600 million term loan commitment and borrowings on the Company's prior receivables securitization facility (the "Receivables Securitization Facility") to fund the purchase of Paroc in the first quarter of 2018.
The Company issued $600 million of 2047 senior notes on June 26, 2017. Interest on the notes is payable semiannually in arrears on January 15 and July 15 each year, beginning on January 15, 2018. A portion of the proceeds from these notes was used to fund the purchase of Pittsburgh Corning in 2017 and for general corporate purposes. The remaining proceeds were used to repay $144 million of our 2019 senior notes and $140 million of our 2036 senior notes.
The Company issued $400 million of 2026 senior notes on August 8, 2016. Interest on the notes is payable semiannually in arrears on February 15 and August 15 each year, beginning on February 15, 2017. A portion of the proceeds from these notes was used to redeem $158 million of our 2016 senior notes. The remaining proceeds were used to pay down portions of our Receivables Securitization Facility and for general corporate purposes. In the third quarter of 2026, the Company fully repaid the $400 million of 2026 senior notes at maturity using a combination of cash on hand and commercial paper borrowings. On March 31, 2025, the Company terminated the Receivables Securitization Facility.
The Company issued $550 million of 2036 senior notes on October 31, 2006. Interest on the notes is payable semiannually in arrears on June 1 and December 1 each year, beginning on June 1, 2007. The proceeds of these notes were used to pay certain unsecured and administrative claims, finance general working capital needs and for general corporate purposes.
Collectively, the Company's senior notes above, other than the Masonite 2030 notes, are referred to as the “Senior Notes.” The Senior Notes are general unsecured obligations of the Company and rank pari passu with all existing and future senior unsecured indebtedness of the Company. The Company has the option to redeem all or part of the Senior Notes at any time at a “make-whole” redemption price. The Company is subject to certain covenants in connection with the issuance of the Senior Notes that it believes are usual and customary. The Company was in compliance with these covenants as of September 30, 2026.
Senior Revolving Credit Facility
On March 5, 2025, the Company amended its senior revolving credit facility (the “Senior Revolving Credit Facility”) to increase the available principal amount from $1.0 billion to $1.5 billion and to extend the maturity to March 2030. The Senior Revolving Credit Facility includes both borrowings and letters of credit. Borrowings under the Senior Revolving Credit Facility may be used for general corporate purposes and working capital. The Company has the discretion to borrow under multiple
24
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
options, which provide for varying terms and interest rates including the United States prime rate, federal funds rate plus a spread or forward-looking term rate based on the Secured Overnight Financing Rate (“Term SOFR”) plus a spread.
The Senior Revolving Credit Facility contains various covenants, including a maximum allowed leverage ratio, that the Company believes are usual and customary for a senior unsecured credit agreement. The Senior Revolving Credit Facility was amended in February 2026 to exclude specified 2025 non‑cash impairment charges from the leverage ratio calculation. The Company was in compliance with the covenants in the Senior Revolving Credit Facility as of September 30, 2026.
Commercial Paper
On March 5, 2025, the Company established a $1.5 billion commercial paper program ("CP Program") for the issuance of unsecured commercial paper notes (the “CP Notes”) with maturities ranging up to 397 days from the date of issuance. The CP Notes may not be voluntarily prepaid or redeemed by the Company prior to maturity and rank pari passu with all existing and future senior unsecured indebtedness of the Company. The proceeds from the CP Notes will be used to finance the Company’s short-term liquidity needs and other general corporate purposes. The Senior Revolving Credit Facility is designated to be a liquidity backstop for the CP Notes outstanding under the CP Program. We do not intend to have outstanding borrowings under the CP Program in excess of available capacity under our Senior Revolving Credit Facility. As of September 30, 2026, there were $100 million of CP Notes outstanding under the CP Program with a weighted average interest rate and weighted average maturity period of 4.17 % and 9 days, respectively. As of December 31, 2025, there were $50 million of CP Notes outstanding under the CP Program with a weighted average interest rate and weighted average maturity period of 3.95 % and 13 days, respectively. The CP Notes are reported net of any discount and are included within Short-term debt on the Company's Consolidated Balance Sheets.
11. | CONTINGENT LIABILITIES AND OTHER MATTERS | ||||
The Company may be involved in various legal and regulatory proceedings relating to employment, antitrust, tax, product liability, environmental, contracts, intellectual property and other matters (collectively, “Proceedings”). The Company regularly reviews the status of such Proceedings along with legal counsel. Liabilities for such Proceedings are recorded when it is probable that the liability has been incurred and when the amount of the liability can be reasonably estimated. Liabilities are adjusted when additional information becomes available. Except as set forth below under “Litigation and Regulatory Proceedings,” management believes that the amount of any reasonably possible losses in excess of any amounts accrued, if any, with respect to such Proceedings or any other known claim, including the matters described below under the caption Environmental Matters (the “Environmental Matters”), are not material to the Company’s financial statements. While the likelihood is remote, the disposition of the Proceedings and Environmental Matters could have a material impact on the results of operations, cash flows or liquidity in any given reporting period.
Litigation and Regulatory Proceedings
The Company is involved in litigation and regulatory proceedings from time to time in the regular course of its business. The Company believes that adequate provisions for resolution of all contingencies, claims and pending matters have been made for probable losses that are reasonably estimable.
During the second quarter of 2023, the Company's subsidiary, Paroc Group OY ("Paroc"), which the Company acquired in 2018, notified the appropriate European maritime regulatory authorities that specific products in its marine insulation product line may not meet certain fire safety requirements in accordance with their certifications. Paroc voluntarily withdrew these specific products from the market, issued recalls and suspended distribution and sales of these products (the "Recalled Products"). We do not expect to incur further material charges related to the Recalled Products.
Due to the discovery of these nonconformances, the Company reviewed the Paroc insulation product portfolio. That review has concluded. The review included the Company's assessment of potential nonconformances related to certain ventilation duct and steel beam insulation products. Paroc suspended sales of these affected insulation products but has not issued any recalls. While we expect to incur costs associated with the resolution of the identified ventilation duct and steel beam insulation products, the amount or range of any potential loss cannot be reasonably estimated at this time.
Environmental Matters
The Company has established policies and procedures designed to ensure that its operations are conducted in compliance with all relevant laws and regulations and that enable the Company to meet its high standards for corporate sustainability and environmental stewardship. Our manufacturing facilities are subject to numerous foreign, federal, state and local laws and
25
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
regulations relating to the presence of hazardous materials, pollution and protection of the environment, including emissions to air, reductions of greenhouse gases, discharges to water, management of hazardous materials, handling and disposal of solid wastes, use of chemicals in our manufacturing processes and remediation of contaminated sites. All Company manufacturing facilities are either ISO 14001 certified or deploy environmental management systems based on ISO 14001 principles.
Owens Corning is involved in remedial response activities and is responsible for environmental remediation at a number of sites, including certain of its currently owned or formerly owned plants. These responsibilities arise under a number of laws, including, but not limited to, the Federal Resource Conservation and Recovery Act, and similar state or local laws pertaining to the management and remediation of hazardous materials and petroleum. The Company has also been named a potentially responsible party under the U.S. Federal Superfund law, similar state or local laws pertaining to the management and remediation of hazardous materials and petroleum. The Company became involved in these sites as a result of government action or in connection with business acquisitions. As of September 30, 2026, the Company was involved with a total of 23 sites worldwide, including 9 Superfund and state or country equivalent sites and 14 owned or formerly owned sites. None of the liabilities for these sites are individually significant to the Company.
Remediation activities generally involve a potential range of activities and costs related to soil, groundwater and sediment contamination. This can include pre-cleanup activities such as fact-finding and investigation, risk assessment, feasibility studies, remedial action design and implementation (where actions may range from monitoring to removal of contaminants, to installation of longer-term remediation systems). A number of factors affect the cost of environmental remediation, including the number of parties involved in a particular site, the determination of the extent of contamination, the length of time the remediation may require, the complexity of environmental regulations, variability in clean-up standards, the need for legal action and changes in remediation technology. Taking these factors into account, Owens Corning reasonably estimates the costs of remediation to be paid over a period of years. The Company accrues an amount on an undiscounted basis, when a liability is probable and reasonably estimable. Actual cost may differ from these estimates for the reasons mentioned above. Changes in required remediation procedures or timing of those procedures, or discovery of contamination at additional sites, could result in material increases to the Company’s environmental obligations.
Other Matters
As a result of the decision of the U.S. Supreme Court in February 2026, the Company was entitled to a refund of tariffs previously paid on certain imported products under the International Emergency Economic Powers Act. The Company estimated that approximately $50 million of tariff payments were eligible for refund as a result of the decision.
During the three and nine months ended September 30, 2026, the Company evaluated the refund under ASC 450, Contingencies, and recognized approximately $25 million and $50 million, respectively, within Cost of Sales on the Consolidated Statements of Earnings. The Company has received a majority of its tariff refunds claimed as of September 30, 2026.
12. | STOCK COMPENSATION | ||||
Description of the Plan
On April 20, 2023, the Company's stockholders approved the Owens Corning 2023 Stock Plan (the “2023 Stock Plan”) which authorizes grants of stock options, stock appreciation rights, stock awards (including restricted stock awards, restricted stock units and bonus stock awards), performance share awards and performance share units. At September 30, 2026, the number of shares remaining available under the 2023 Stock Plan for all stock awards was 2.2 million. Future equity-based awards to Company employees who were former Masonite employees may be granted from the remaining available shares under the Masonite Stock Plan. At September 30, 2026, the number of shares remaining available under the Masonite Stock Plan was 0.6 million shares of Owens Corning common stock.
Prior to the 2023 Stock Plan, employees were eligible to receive stock awards under the Owens Corning 2019 Stock Plan.
26
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Total Stock-Based Compensation Expense
Stock-based compensation expense included in Marketing and administrative expenses in the accompanying Consolidated Statements of Earnings is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Total stock-based compensation expense from continuing operations | $ | $ | $ | $ | |||||||||||||
| Total stock-based compensation expense from discontinued operations | |||||||||||||||||
| Total stock-based compensation expense | $ | $ | $ | $ | |||||||||||||
Restricted Stock Units
The Company has granted restricted stock units (“RSUs”) under its stockholder-approved stock plans. Generally, all outstanding RSUs will fully settle in stock. Compensation expense for RSUs is measured based on the closing market price of the stock at date of grant and is recognized on a straight-line basis over the vesting period, which is typically three years . The 2023 Stock Plan allows alternate vesting schedules for death, disability and retirement.
The following table shows a summary of the Company’s RSU activity:
| Number of RSUs | Weighted-Average Fair Value | |||||||
| Balance at December 31, 2025 | $ | |||||||
| Granted | $ | |||||||
| Vested | ( | $ | ||||||
| Forfeited | ( | $ | ||||||
| Balance at September 30, 2026 | $ | |||||||
As of September 30, 2026, there was $52 million of total unrecognized compensation cost related to RSUs. That cost is expected to be recognized over a weighted-average period of 1.84 years. The total grant date fair value of stock vested during the nine months ended September 30, 2026 and 2025 was $47 million and $49 million, respectively.
Performance Share Units
The Company has granted performance share units (“PSUs”) as a part of its long-term incentive plan. All outstanding PSUs will fully settle in stock. The amount of shares ultimately distributed from PSUs will vary depending on each award's design and are contingent on meeting the applicable internal performance metrics and external stock performance metrics. PSUs typically vest after a three-year period.
Performance of these metrics is monitored quarterly and if it becomes probable that the internal-based performance goals will not be achieved or will be exceeded, compensation expense recognized will be adjusted and previous compensation expense recognized will be reversed or additional expense will be recognized. The expected term represents the period from the grant date to the end of the three-year performance period. Pro-rata vesting may be utilized in the case of death, disability or retirement, and awards, if earned, will be paid at the end of the three-year period.
PSUs granted from 2023-2025
The initial fair value for all internal performance metric PSUs is based on the grant date stock price. Internal performance metric PSU grants issued from 2023 through 2025 contained both a service and performance condition. In the nine months ended September 30, 2025, the grant date fair value of the granted PSUs was $171.94 .
The external-based metric PSUs vest after a three-year period. Outstanding grants issued from 2023 to 2025 are based on the Company’s total stockholder return relative to a peer group. The amount of stock distributed will vary depending on the relative stockholder return performance. The fair value of external-based metric PSUs has been estimated at the grant date using a Monte Carlo simulation that uses various assumptions.
27
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The following table provides a summary of the assumptions for PSUs granted in 2025:
| Nine Months Ended September 30, | ||||||||
| 2025 | ||||||||
| Expected volatility | ||||||||
| Risk free interest rate | ||||||||
| Expected term (in years) | ||||||||
| Grant date fair value of units granted | $ | |||||||
The risk-free interest rate was based on zero-coupon United States Treasury STRIPS at the grant date. The expected term represents the period from the grant date to the end of the three-year performance period.
PSUs granted in 2026
Beginning in 2026, all PSUs issued are internal performance metric PSUs that are subject to a modifier adjustment based on the Company’s total stockholder return relative to a peer group. The number of shares earned depends on the achievement of both performance and market conditions. The fair value of PSUs granted for the nine months ended September 30, 2026 has been estimated at the grant date using a Monte Carlo simulation with various assumptions.
The following table provides a range of the assumptions for PSUs granted in 2026:
| Nine Months Ended September 30, | |||||||||||
| 2026 | |||||||||||
| Expected volatility | – | ||||||||||
| Risk free interest rate | – | ||||||||||
| Expected term (in years) | – | ||||||||||
| Grant date fair value of units granted | $ | – | $ | ||||||||
The risk-free interest rate was based on zero-coupon United States Treasury STRIPS at the grant date. The expected term represents the period from the grant date to the end of the three-year performance period.
PSU Summary
As of September 30, 2026, there was $18 million total unrecognized compensation cost related to PSUs. That cost is expected to be recognized over a weighted-average period of 1.81 years.
The following table shows a summary of the Company's PSU activity:
| Number of PSUs | Weighted-Average Grant Date Fair Value | |||||||
| Balance at December 31, 2025 | $ | |||||||
| Granted | $ | |||||||
| Vested | $ | |||||||
Other (1) | $ | |||||||
| Forfeited | ( | $ | ||||||
| Balance at September 30, 2026 | $ | |||||||
(1) Represents PSUs that are vested and undistributed.
Employee Stock Purchase Plan
The Owens Corning Employee Stock Purchase Plan (“ESPP”) is a tax-qualified plan under Section 423 of the Internal Revenue Code. The purchase price of shares purchased under the ESPP is equal to 85 % of the lower of the fair market value of shares of Owens Corning common stock at the beginning or ending of the offering period, which is a six month period ending on May 31
28
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
and November 30 of each year. On April 16, 2020, the Company's stockholders approved the Amended and Restated Owens Corning Employee Stock Purchase Plan which increased the number of shares available for issuance under the plan by 4.2 million shares. As of September 30, 2026, 2.6 million shares remain available for purchase.
Included in total stock-based compensation is $3 million and $8 million of expense related to the Company's ESPP for the three and nine months ended September 30, 2026, respectively. During the three and nine months ended September 30, 2025, the Company recognized expense of $2 million and $7 million, respectively, related to the Company’s ESPP. As of September 30, 2026, the Company had $2 million of total unrecognized compensation costs related to the ESPP.
13. | CHANGES IN ACCUMULATED OTHER COMPREHENSIVE DEFICIT | ||||
The following table summarizes the changes in accumulated other comprehensive income (deficit):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||
| Currency Translation Adjustment | ||||||||||||||
| Beginning balance | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
| (Loss) gain on foreign currency translation | ( | ( | ( | |||||||||||
| Gain on foreign currency translation as a result of sale of business | ||||||||||||||
| Other comprehensive (loss) income, net of tax | ( | ( | ||||||||||||
| Ending balance | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
| Pension and Other Postretirement Adjustment | ||||||||||||||
| Beginning balance | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
| Amounts reclassified from AOCI to net earnings, net of tax (a) | ( | |||||||||||||
| Amounts classified into AOCI, net of tax | ( | ( | ||||||||||||
| Other comprehensive (loss) income, net of tax | ( | ( | ||||||||||||
| Ending balance | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
| Hedging Adjustment | ||||||||||||||
| Beginning balance | $ | $ | $ | $ | ||||||||||
| Amounts reclassified from AOCI to net earnings, net of tax (b) | ( | ( | ||||||||||||
| Amounts classified into AOCI, net of tax | ( | ( | ||||||||||||
| Other comprehensive loss, net of tax | ( | ( | ( | |||||||||||
| Ending balance | $ | $ | $ | $ | ||||||||||
| Total AOCI ending balance | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
(a)These AOCI components are included in the computation of total Pension and Other Postretirement cost and are recorded in Non-operating expense.
(b)Amounts reclassified from (loss) gain on cash flow hedges are reclassified from AOCI to income when the hedged item affects earnings and is recognized in Cost of sales or Interest expense, net depending on the hedged item. See Note 5 of the Consolidated Financial Statements within our 2025 Form 10-K.
29
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
14. | EARNINGS PER SHARE | ||||
The following table is a reconciliation of weighted-average shares for calculating basic and diluted earnings per share:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (In millions, except per share amounts) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net (loss) earnings from continuing operations attributable to Owens Corning | $ | ( | $ | ( | $ | $ | |||||||||||
| Net (loss) earnings from discontinued operations attributable to Owens Corning, net of tax | ( | ( | ( | ||||||||||||||
| NET LOSS ATTRIBUTABLE TO OWENS CORNING | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||
| Weighted-average number of shares outstanding used for basic earnings per share | |||||||||||||||||
| Unvested restricted stock units and performance share units | |||||||||||||||||
| Weighted-average number of shares outstanding and common equivalent shares used for diluted earnings per share | |||||||||||||||||
| (LOSS) EARNINGS PER COMMON SHARE ATTRIBUTABLE TO OWENS CORNING COMMON STOCKHOLDERS | |||||||||||||||||
| Basic - continuing operations | $ | ( | $ | ( | $ | $ | |||||||||||
| Basic - discontinued operations | ( | ( | ( | ||||||||||||||
| Basic | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||
| Diluted - continuing operations | $ | ( | $ | ( | $ | $ | |||||||||||
| Diluted - discontinued operations | ( | ( | ( | ||||||||||||||
| Diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||
Basic earnings per share is calculated by dividing earnings attributable to Owens Corning by the weighted-average number of shares of the Company’s common stock outstanding during the period. Outstanding shares consist of issued shares less treasury stock.
On May 13, 2025, the Board of Directors approved a new share repurchase program under which the Company is authorized to repurchase up to 12 million shares of the Company’s outstanding common stock (the “2025 Repurchase Authorization”). On December 1, 2022, the Board of Directors approved a share repurchase program under which the Company is authorized to repurchase up to 10 million shares of the Company’s outstanding common stock (together with the 2025 Repurchase Authorization, the "Repurchase Authorizations"). The Repurchase Authorizations enable the Company to repurchase shares through the open market, privately negotiated, or other transactions. The actual number of shares repurchased will depend on timing, market conditions and other factors and will be at the Company’s discretion.
The Company repurchased 3.6 million shares of its common stock for $478 million during the nine months ended September 30, 2026 under the Repurchase Authorizations. As of September 30, 2026, 8.8 million shares remained available for repurchase under the Repurchase Authorizations. The Company repurchased 3.8 million shares of its common stock for $545 million during the nine months ended September 30, 2025. The Inflation Reduction Act of 2022 imposed a 1% excise tax on certain share repurchases made after December 31, 2022. The amounts above include $3 million and $5 million of applicable excise taxes for the nine months ended September 30, 2026 and 2025, respectively.
For the three and nine months ended September 30, 2026, the Company did not not
30
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
15. | INCOME TAXES | ||||
The following table provides the Income tax expense and effective tax rate for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
(In millions, except effective tax rate) | 2026 | 2025 | 2026 | 2025 | ||||||||||
| Income tax expense | $ | $ | $ | $ | ||||||||||
| Effective tax rate | - | % | - | % | % | % | ||||||||
The difference between the effective tax rate and the U.S. federal statutory tax rate of 21
The difference between the effective tax rate and the U.S. federal statutory tax rate of 21
16. | SUPPLEMENTAL CASH FLOW INFORMATION | ||||
Certain cash and non-cash transactions were as follows for the periods indicated:
| Nine Months Ended September 30, | |||||||||||
| (In millions) | 2026 | 2025 | |||||||||
| Transactions involving cash: | |||||||||||
| Cash paid for income taxes | $ | $ | |||||||||
| Cash paid for interest | $ | $ | |||||||||
Cash paid for operating leases | $ | $ | |||||||||
Cash paid for finance leases for financing activities | $ | $ | |||||||||
Cash paid for finance leases for operating activities | $ | $ | |||||||||
| Non-cash transactions from operating activities | |||||||||||
| Right-of-use assets acquired under operating leases | $ | $ | |||||||||
Right-of-use assets acquired under finance leases | $ | $ | |||||||||
The following reconciles total cash, cash equivalents and restricted cash as of the dates indicated:
| September 30, | |||||||||||
| (In millions) | 2026 | 2025 | |||||||||
| Cash and cash equivalents from continuing operations | $ | $ | |||||||||
| Restricted cash from continuing operations | |||||||||||
| Cash, cash equivalents and restricted cash from discontinued operations | |||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | |||||||||
Property, plant and equipment additions in accounts payable were $83 million and $96 million as of September 30, 2026 and 2025, respectively.
31
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | ||||
This Management’s Discussion and Analysis (“MD&A”) is intended to help investors understand Owens Corning, our operations and our present business environment. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying Notes thereto contained in this report. Unless the context requires otherwise, the terms “Owens Corning,” “Company,” “we” and “our” in this report refer to Owens Corning and its subsidiaries.
GENERAL
Owens Corning is a branded building products leader with three complementary businesses providing roofing, insulation and doors primarily for residential markets in North America and Europe. As described below, the Company has three reportable segments: Roofing, Insulation and Doors. Through these lines of business, the Company manufactures and sells products that provide durable, sustainable and energy-efficient solutions. We are a market leader in many of our major product categories.
EXECUTIVE OVERVIEW
Net loss from continuing operations attributable to Owens Corning was $248 million in the third quarter of 2026, compared to $495 million in the third quarter of 2025. The Company generated $489 million in adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) from continuing operations in the third quarter of 2026, compared to $638 million in the third quarter of 2025. See the Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization From Continuing Operations section of the MD&A for further information regarding Adjusted EBITDA from continuing operations, including the reconciliation to Net earnings from continuing operations attributable to Owens Corning. Third quarter of 2026 segment earnings before interest, taxes, depreciation and amortization (“EBITDA”) performance compared to the third quarter of 2025 decreased $124 million in our Roofing segment, increased $3 million in our Insulation segment and decreased $31 million in our Doors segment. Within our Corporate, Other and Eliminations category, General corporate expenses and other decreased by $3 million.
Impairment Charges
In the third quarter of 2026, the Company conducted an interim goodwill impairment test for the Doors reporting unit due to a narrow valuation cushion, heightened macroeconomic uncertainties and a reduced financial outlook. The fair value was determined using the income approach. The test resulted in the carrying value of the reporting unit exceeding its fair value, and, resultingly, the Company recorded a $366 million pre-tax non-cash impairment charge, fully impairing the remaining Doors reporting unit goodwill in the third quarter of 2026. The Company also performed an interim impairment test for an indefinite-lived tradename used by its Doors reportable segment, triggered by the same conditions that precipitated the interim goodwill impairment test for the third quarter of 2026 as well as a management decision regarding a change in the expected use of the tradename. As a result of this test, the Company recorded a pre-tax non-cash impairment charge of $77 million and reclassified the asset to definite-lived intangible assets as of September 30, 2026.
Glass Reinforcements Divestiture
On February 13, 2025, the Company entered into a definitive agreement ("GR Agreement") for the sale of our global glass reinforcements ("GR") business, historically reported within the Composites segment, for a purchase price of approximately $436 million, less costs to sell. The GR business manufactured, fabricated, and sold glass fiber reinforcements for a broad range of end markets.
The transaction represented a strategic shift that has a major effect on the Company's operations and financial results. Accordingly, beginning with the quarterly report on Form 10-Q for the period ended March 31, 2025 and ending with the close of the transaction, the financial results of the GR business are reflected in the Company’s consolidated financial statements as discontinued operations for all periods presented.
Upon classification as held for sale, the Company allocated $98 million of goodwill from the former Composites reporting unit to the discontinued operation based on relative fair values.
On April 14, 2026, the Company entered into an amendment to the GR Agreement ("Amendment") based on changes in market conditions, including a $110 million decrease in the purchase price, the transfer of approximately $32 million in carrying value of additional assets at closing, and the elimination of previously contemplated $225 million seller financing. The Company completed the sale on April 30, 2026 for proceeds of $370 million, net of cash divested and a deposit received at the announcement of the deal. The final proceeds are subject to customary post-closing adjustments. The sale completed Owens Corning’s review of strategic alternatives for the business, announced on February 9, 2024, and aligns with the strategy to reshape the Company to focus on residential and commercial building products in North America and Europe.
32
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) | ||||
During the three months ended September 30, 2026, the Company recognized a pre-tax loss of $8 million, primarily reflecting a preliminary post-closing adjustment. During the nine months ended September 30, 2026, the Company recognized a pre-tax loss of $183 million, primarily reflecting revised transaction terms. These losses were measured as the excess of the carrying value of the discontinued operation over the fair value of consideration received, less costs to sell, and are presented within Net (loss) earnings from discontinued operations attributable to Owens Corning, net of tax, on the Consolidated Statements of Earnings.
The Company does not expect to recognize material incremental charges related to the transaction, although final amounts remain subject to customary post-closing adjustments.
Tariff and Trade Uncertainties
Beginning in the first quarter of 2025, the U.S. government announced additional tariffs on goods imported into the U.S. from numerous countries and multiple nations responded with reciprocal tariffs and other actions. Following the decision of the U.S. Supreme Court in the first quarter of 2026, the Company was entitled to a refund of tariffs previously paid on certain imported products under the International Emergency Economic Powers Act. The Company estimated that approximately $50 million of tariff payments were eligible for refund as a result of the decision. During the three and nine months ended September 30, 2026, the Company evaluated the refund under ASC 450, Contingencies, and recognized approximately $25 million and $50 million, respectively, within Cost of Sales on the Consolidated Statements of Earnings. The Company has received a majority of its tariff refunds claimed as of September 30, 2026.
The Company continues to monitor the impact of evolving trade policies and tariff programs.
Based on current tariff policies, the Company expects to partially offset the operating profit impact of enacted tariffs through mitigation actions, including supply chain adjustments and productivity and cost savings actions. However, additional tariffs, changes in trade policies or retaliatory measures by foreign governments, or the Company's inability to fully offset related impacts could adversely affect demand for our products, revenue, profitability and cash flows.
RESULTS OF OPERATIONS
Consolidated Results
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||
| Net sales | $ | 2,489 | $ | 2,684 | $ | 7,510 | $ | 7,961 | ||||||||||||
| Gross margin | $ | 615 | $ | 757 | $ | 1,918 | $ | 2,340 | ||||||||||||
| % of net sales | 25 | % | 28 | % | 26 | % | 29 | % | ||||||||||||
| Marketing and administrative expenses | $ | 239 | $ | 240 | $ | 749 | $ | 764 | ||||||||||||
| Goodwill impairment | $ | 366 | $ | 780 | $ | 366 | $ | 780 | ||||||||||||
| Intangible assets impairment | $ | 77 | $ | — | $ | 77 | $ | — | ||||||||||||
| Other expense, net | $ | 50 | $ | 23 | $ | 169 | $ | 72 | ||||||||||||
| (Loss) earnings from continuing operations before interest and taxes | $ | (152) | $ | (328) | $ | 450 | $ | 584 | ||||||||||||
| Interest expense, net | $ | 62 | $ | 65 | $ | 197 | $ | 192 | ||||||||||||
| Income tax expense | $ | 33 | $ | 102 | $ | 150 | $ | 300 | ||||||||||||
| Net (loss) earnings from continuing operations attributable to Owens Corning | $ | (248) | $ | (495) | $ | 100 | $ | 94 | ||||||||||||
| Net (loss) earnings from discontinued operations attributable to Owens Corning, net of tax | $ | (2) | $ | 1 | $ | (229) | $ | (318) | ||||||||||||
| Net loss attributable to Owens Corning | $ | (250) | $ | (494) | $ | (129) | $ | (224) | ||||||||||||
The Consolidated Results discussion below provides a summary of our results and the trends affecting our business, and should be read in conjunction with the more detailed Segment Results discussion that follows.
33
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) | ||||
NET SALES
Net sales decreased $195 million and decreased $451 million in the third quarter and year-to-date 2026, respectively, compared to the same periods in 2025. For the third quarter and year-to-date, the decrease was primarily driven by lower volumes in the Roofing and Doors segments and the unfavorable impact of divestitures.
GROSS MARGIN
Gross margin decreased $142 million and decreased $422 million in the third quarter and year-to-date 2026, respectively, compared to the same periods in 2025. For the third quarter, lower volumes, input cost inflation net of tariff recovery and higher delivery costs were partially offset by slightly higher selling prices, lower manufacturing costs, and lower selling, general and administrative expenses. Year-to-date, the decrease was primarily driven by lower sales volumes, input cost inflation net of tariff recovery, the impact of production downtime, higher delivery costs and lower selling prices.
GOODWILL IMPAIRMENT
In the third quarter of 2026, the Company recorded a non-cash impairment charge of $366 million related to the Doors reporting unit, fully impairing the remaining goodwill. In the third quarter of 2025, the Company recorded a non-cash impairment charge of $780 million related to the Doors reporting unit, which was equal to the excess of the reporting unit's carrying value over its fair value.
INTANGIBLE ASSETS IMPAIRMENT
In the third quarter of 2026, the Company recorded a pre-tax non-cash impairment charge of $77 million related to an indefinite-lived tradename used by our Doors reportable segment.
MARKETING AND ADMINISTRATIVE EXPENSES
Marketing and administrative expenses decreased $1 million and decreased $15 million in the third quarter and year-to-date 2026 compared to the same periods in 2025, respectively. For year-to-date 2026, the decrease was primarily driven by lower labor and marketing expenses due to cost control initiatives.
OTHER EXPENSE, NET
Other expense, net increased $27 million and increased $97 million in the third quarter and year-to-date 2026 compared to the same periods in 2025, respectively. For the third quarter, the increase was primarily driven by the impairment of investments. For year-to-date, the increase was primarily driven by higher restructuring costs, the impairment of investments and an increase in the liability for the Paroc marine recall.
INTEREST EXPENSE, NET
Interest expense, net decreased $3 million and increased $5 million in the third quarter and year-to-date 2026 compared to the same periods in 2025, respectively. For the third quarter, the decrease was primarily driven by lower interest on commercial paper balances. Year-to-date 2026, the increase was driven by lower interest income, partially offset by lower interest on commercial paper balances.
INCOME TAX EXPENSE
Income tax expense for the three and nine months ended September 30, 2026 was $33 million and $150 million, respectively. The Company’s effective tax rate for the three and nine months ended September 30, 2026 were (15)% and 59%, respectively. The difference between the effective tax rate and the U.S. federal statutory tax rate of 21% for the three and nine months ended September 30, 2026 is primarily due to U.S. state and local income tax expense, foreign tax effects and non-deductible goodwill impairment.
The realization of deferred tax assets depends on achieving a certain minimum level of future taxable income. Management currently believes that it is not reasonably possible that the minimum level of taxable income will be met within the next 12 months to reduce the valuation allowances of certain foreign jurisdictions.
Income tax expense for the three and nine months ended September 30, 2025 was $102 million and $300 million, respectively. The Company’s effective tax rates for the third quarter 2025 and the nine months ended September 30, 2025 were (26)% and 77%, respectively. The difference between the (26)% effective tax rate and the U.S. federal statutory tax rate of 21% is primarily due to U.S. state and local income tax expense, foreign rate differential and non-deductible goodwill impairment.
34
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) | ||||
Restructuring Costs
The Company has incurred restructuring and other exit costs in connection with its global cost reduction, product line and productivity initiatives. These costs are recorded within Corporate, Other and Eliminations. Please refer to Note 9 of the Consolidated Financial Statements for further information on the nature of these costs.
The following table presents the impact and respective location of these income (expense) items on the Consolidated Statements of Earnings From Continuing Operations:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||
| (In millions) | Location | 2026 | 2025 | 2026 | 2025 | |||||||||||||||
| Accelerated depreciation | Cost of sales | $ | (4) | $ | (16) | $ | (14) | $ | (25) | |||||||||||
| Other exit costs | Cost of sales | (2) | (6) | (9) | (7) | |||||||||||||||
| Other exit costs | Marketing & administrative expenses | — | — | — | (1) | |||||||||||||||
| Severance | Other expense, net | (2) | (1) | (34) | (10) | |||||||||||||||
| Other exit income (costs) | Other expense, net | 3 | — | (17) | (1) | |||||||||||||||
| Total Restructuring Costs | $ | (5) | $ | (23) | $ | (74) | $ | (44) | ||||||||||||
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization From Continuing Operations
Adjusted EBITDA from continuing operations is a non-GAAP financial measure that excludes certain items that management does not allocate to our segment results because it believes they are not representative of the Company’s ongoing operations. Adjusted EBITDA from continuing operations is used internally by the Company for various purposes, including reporting results of operations to the Board of Directors of the Company, analysis of performance and related employee compensation measures. Although management believes that these adjustments result in a measure that provides a useful representation of our operational performance, the adjusted measure should not be considered in isolation or as a substitute for Net earnings from continuing operations attributable to Owens Corning as prepared in accordance with accounting principles generally accepted in the United States.
Adjusting income (expense) items to EBITDA are shown in the table below:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||
| Restructuring excluding depreciation | $ | (1) | $ | (7) | $ | (60) | $ | (19) | ||||||
| Acquisition-related integration costs excluding depreciation | — | (9) | (9) | (15) | ||||||||||
| Gains on sale of certain precious metals | 7 | 14 | 29 | 35 | ||||||||||
| Impairment of investments | (33) | — | (40) | — | ||||||||||
| Paroc marine recall | — | — | (33) | (2) | ||||||||||
| Gain (Loss) on sale of businesses | 2 | (2) | 6 | (28) | ||||||||||
| Goodwill impairment | (366) | (780) | (366) | (780) | ||||||||||
| Intangible assets impairment | (77) | — | (77) | — | ||||||||||
| Gain on sale of site (a) | — | — | 4 | — | ||||||||||
| Total Adjusting Items | $ | (468) | $ | (784) | $ | (546) | $ | (809) | ||||||
(a)This gain relates to the sale of a site that was part of a previous restructuring action in the Roofing segment.
35
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) | ||||
The reconciliation from Net (loss) earnings from continuing operations attributable to Owens Corning to EBITDA and Adjusted EBITDA is shown in the table below:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||
| NET (LOSS) EARNINGS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO OWENS CORNING | $ | (248) | $ | (495) | $ | 100 | $ | 94 | ||||||||||||
| Net earnings (loss) attributable to noncontrolling interests | — | — | 2 | (1) | ||||||||||||||||
| NET (LOSS) EARNINGS FROM CONTINUING OPERATIONS | (248) | (495) | 102 | 93 | ||||||||||||||||
| Equity in net (loss) earnings of affiliates | (1) | — | (1) | 1 | ||||||||||||||||
| Income tax expense | 33 | 102 | 150 | 300 | ||||||||||||||||
| (LOSS) EARNINGS FROM CONTINUING OPERATIONS BEFORE TAXES | (214) | (393) | 253 | 392 | ||||||||||||||||
| Interest expense, net | 62 | 65 | 197 | 192 | ||||||||||||||||
| (LOSS) EARNINGS FROM CONTINUING OPERATIONS BEFORE INTEREST AND TAXES | (152) | (328) | 450 | 584 | ||||||||||||||||
| Less: Adjusting items from above | (468) | (784) | (546) | (809) | ||||||||||||||||
| Depreciation and amortization | 173 | 182 | 522 | 513 | ||||||||||||||||
| ADJUSTED EBITDA FROM CONTINUING OPERATIONS | $ | 489 | $ | 638 | $ | 1,518 | $ | 1,906 | ||||||||||||
Segment Results
EBITDA by segment consists of net sales less related costs and expenses plus depreciation and amortization. EBITDA is presented on a basis that is used internally for evaluating segment performance. Certain items, such as general corporate expenses or income and certain other expense or income items, are excluded from the internal evaluation of segment performance. Accordingly, these items are not reflected in EBITDA for our reportable segments and are included in the Corporate, Other and Eliminations category, which is presented following the discussion of our reportable segments. Segment EBITDA is the principal measure used by the chief operating decision maker ("CODM") to assess segment performance and make decisions on the allocation of resources.
Roofing
The table below provides a summary of net sales and EBITDA for the Roofing segment:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||
| Net sales | $ | 1,042 | $ | 1,240 | $ | 3,315 | $ | 3,663 | ||||||
| % change from prior year | -16 | % | 2 | % | -10 | % | 3 | % | ||||||
| EBITDA | $ | 299 | $ | 423 | $ | 971 | $ | 1,212 | ||||||
| EBITDA as a % of net sales | 29 | % | 34 | % | 29 | % | 33 | % | ||||||
NET SALES
In our Roofing segment, net sales decreased $198 million in the third quarter 2026 compared to the third quarter 2025. Lower volumes of 17% were partially offset by favorable mix and slightly higher selling prices of $2 million.
For year-to-date 2026, net sales in our Roofing segment decreased $348 million compared to the same period in 2025. Lower volumes of 10% and lower selling prices of $9 million were slightly offset by favorable mix and the favorable impact from translating sales denominated in foreign currencies into United States dollars.
EBITDA
In our Roofing segment, EBITDA decreased $124 million in the third quarter 2026 compared to the third quarter 2025. The decrease was primarily driven by lower volumes, input cost inflation of $28 million and higher delivery costs of $16 million,
36
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) | ||||
partially offset by lower manufacturing costs of $14 million. The remaining variance was driven by lower selling, general and administrative expenses of $7 million and slightly higher selling prices of $2 million, partially offset by the impact of production downtime.
For year-to-date 2026, EBITDA in our Roofing segment decreased $241 million compared to the same period in 2025. The decrease was primarily driven by lower volumes, input cost inflation of $53 million and higher delivery costs of $39 million. The remaining variance was driven by the impact of production downtime and lower selling prices of $9 million, which were partially offset by favorable mix and lower manufacturing costs of $8 million and lower selling, general and administrative expenses $7 million.
OUTLOOK
In our Roofing segment, the Company expects lower market demand in the near-term following limited storm activity, resulting in additional inventory destocking in the fourth quarter. The Company expects global non-residential construction markets to be relatively stable in the near-term. The Company will continue to focus on managing costs, capital expenditures and working capital to best service the market demand.
Insulation
The table below provides a summary of net sales and EBITDA for the Insulation segment:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||
| Net sales | $ | 1,001 | $ | 941 | $ | 2,839 | $ | 2,784 | ||||||
| % change from prior year | 6 | % | -7 | % | 2 | % | -5 | % | ||||||
| EBITDA | $ | 215 | $ | 212 | $ | 595 | $ | 662 | ||||||
| EBITDA as a % of net sales | 21 | % | 23 | % | 21 | % | 24 | % | ||||||
NET SALES
In our Insulation segment, net sales increased $60 million in the third quarter 2026 compared to the third quarter 2025, driven by higher volumes of 5% and higher selling prices of $11 million.
For year-to-date 2026, net sales in our Insulation segment increased $55 million compared to the same period in 2025. The unfavorable impact from the divestiture of our building materials business in China and Korea and lower selling prices of $21 million were partially offset by higher volumes of 3%. The remaining variance was driven by a $39 million favorable impact from translating sales denominated in foreign currencies into United States dollars and favorable mix.
EBITDA
In our Insulation segment, EBITDA increased $3 million in the third quarter 2026 compared to the third quarter 2025. Higher volumes, higher selling prices of $11 million, lower manufacturing costs and lower production downtime of $7 million were mostly offset by input cost inflation of $29 million and higher delivery costs of $20 million.
For year-to-date 2026, EBITDA in our Insulation segment decreased $67 million compared to the same period in 2025. The decrease was primarily driven by input cost inflation of $59 million, the impact of production downtime of $28 million, lower selling prices of $21 million and higher delivery costs of $25 million, which were partially offset by higher volumes, lower manufacturing costs, and slightly favorable mix.
OUTLOOK
The outlook for Insulation demand is driven by North American new residential construction, remodeling and repair activity, as well as non-residential construction activity in the United States, Canada, Europe and Latin America. Demand in non-residential insulation markets is most closely correlated to industrial production growth and overall economic activity in the markets we serve. Demand for residential insulation is most closely correlated to U.S. housing starts.
During the third quarter of 2026, the average Seasonally Adjusted Annual Rate (“SAAR”) of U.S. housing starts was 1.293 million starts, which was down from 1.330 million starts in the third quarter of 2025.
37
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) | ||||
The Company expects the new residential construction market in North America to remain challenged in the near-term, driven by affordability challenges and consumer uncertainty. The global non-residential construction markets are expected to be relatively stable in the near-term. The Company continues to concentrate on driving productivity, managing costs, capital expenditures and working capital as we position ourselves to expand capacity within our existing manufacturing network.
Doors
The table below provides a summary of net sales and EBITDA for the Doors segment:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||
| Net sales | $ | 483 | $ | 545 | $ | 1,471 | $ | 1,639 | ||||||
| % change from prior year | -11 | % | -5 | % | -10 | % | 85 | % | ||||||
| EBITDA | $ | 25 | $ | 56 | $ | 116 | $ | 199 | ||||||
| EBITDA as a % of net sales | 5 | % | 10 | % | 8 | % | 12 | % | ||||||
NET SALES
In our Doors segment, net sales decreased $62 million in the third quarter 2026 compared to the third quarter 2025 due to lower volumes of 7%, partially impacted by the exit of our Prineville, Oregon facility, a $19 million unfavorable impact from the divestiture of our distribution business and unfavorable mix, which was partially offset by higher selling prices of $6 million.
For year-to-date 2026, net sales in our Doors segment decreased $168 million compared to the same period in 2025, primarily due to lower volumes of 7%, including the impact of exiting our Prineville, Oregon facility, a $48 million unfavorable impact from the divestiture of our distribution business and slightly unfavorable mix. This was partially offset by a $6 million favorable impact of translating sales denominated in foreign currencies into United States dollars and higher selling prices of $6 million.
EBITDA
In our Doors segment, EBITDA decreased $31 million in the third quarter 2026 compared to the third quarter 2025. The decrease was primarily driven by higher delivery costs of $12 million, lower volumes and input cost inflation of $10 million. The remaining variance was driven by lower selling, general and administrative costs of $7 million and higher selling prices of $6 million, which were partially offset by higher manufacturing costs of $3 million and slightly unfavorable mix.
For year-to-date 2026, EBITDA in our Doors segment decreased $83 million compared to the same period in 2025. The decrease was primarily driven by lower volumes, higher delivery costs of $23 million, higher manufacturing costs of $19 million and input cost inflation of $13 million, net of tariff recovery. Lower selling, general and administrative costs of $24 million and higher selling prices of $6 million were partially offset by the impact of production downtime and slightly unfavorable mix.
OUTLOOK
The outlook for the Doors segment is driven by the new residential construction and residential repair and remodeling markets in North America and Europe. The Company expects the North America residential new construction market to remain challenged in the near-term, with discretionary residential repair and remodeling activity in North America remaining soft. The Company will concentrate on managing costs, capturing synergies and optimizing capital expenditures and working capital.
Corporate, Other and Eliminations
Certain items, such as general corporate expenses or income and certain other expense or income items, are excluded from the internal evaluation of segment performance. Accordingly, these items are not reflected in EBITDA for our reportable segments and are included within Corporate, Other and Eliminations.
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| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) | ||||
The table below provides a summary of EBITDA for the Corporate, Other and Eliminations category:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||
| Restructuring excluding depreciation | $ | (1) | $ | (7) | $ | (60) | $ | (19) | ||||||
| Acquisition-related integration costs excluding depreciation | — | (9) | (9) | (15) | ||||||||||
| Gains on sale of certain precious metals | 7 | 14 | 29 | 35 | ||||||||||
| Impairment of investments | (33) | — | (40) | — | ||||||||||
| Paroc marine recall | — | — | (33) | (2) | ||||||||||
| Gain (Loss) on sale of businesses | 2 | (2) | 6 | (28) | ||||||||||
| Goodwill impairment | (366) | (780) | (366) | (780) | ||||||||||
| Intangible assets impairment | (77) | — | (77) | — | ||||||||||
| Gain on sale of site (a) | — | — | 4 | — | ||||||||||
| General corporate expense and other | (50) | (53) | (164) | (167) | ||||||||||
| EBITDA | $ | (518) | $ | (837) | $ | (710) | $ | (976) | ||||||
(a)This gain relates to the sale of a site that was part of a previous restructuring action in the Roofing segment.
EBITDA
The impact on EBITDA from Corporate, Other and Eliminations was $319 million higher and $266 million higher in the third quarter and year-to-date 2026 compared to the same periods in 2025, respectively. For the third quarter and year-to-date, the increase to EBITDA was primarily driven by lower impairment charges related to the Doors segment.
General corporate expense and other was $3 million lower and $3 million lower in the third quarter and year-to-date 2026 compared to the same periods in 2025, respectively.
OUTLOOK
In 2026, we expect general corporate expenses to be approximately $235 million to $245 million.
LIQUIDITY, CAPITAL RESOURCES AND OTHER RELATED MATTERS
Liquidity
The Company's primary sources of liquidity are its balance of Cash and cash equivalents from continuing operations of $179 million as of September 30, 2026, its commercial paper program ("CP Program") and Senior Revolving Credit Facility (as defined below).
The Company has a $1.5 billion senior revolving credit facility (the “Senior Revolving Credit Facility”) that has been amended from time to time. The Senior Revolving Credit Facility was amended in March 2025 to increase the borrowing limit from $1.0 billion to $1.5 billion and extend the maturity date to March 2030. No other significant terms impacting liquidity were amended.
The agreement governing our Senior Revolving Credit Facility contains various covenants that we believe are usual and customary. These covenants include a maximum allowed leverage ratio. The Senior Revolving Credit Facility was amended in February 2026 to exclude specified 2025 non‑cash impairment charges from the leverage ratio calculation. We were in compliance with the covenants in the Senior Revolving Credit Facility as of September 30, 2026.
On March 5, 2025, the Company established the CP Program for the issuance of $1.5 billion in unsecured commercial paper notes (the "CP Notes") with maturities up to 397 days from the date of issuance. We do not intend to have outstanding commercial paper borrowings in excess of available capacity under the Senior Revolving Credit Facility.
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| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) | ||||
As a holding company, we have no operations of our own and most of our assets are held by our direct and indirect subsidiaries. Dividends and other payments or distributions from our subsidiaries will be used to meet our debt service and other obligations and to enable us to pay dividends to our stockholders. Please refer to the Risk Factors disclosed in Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”) for details on the factors that could inhibit our subsidiaries' abilities to pay dividends or make other distributions to the parent company.
Cash Flows
Cash and cash equivalents were $179 million as of September 30, 2026, compared to $343 million as of September 30, 2025. Cash and cash equivalents held by foreign subsidiaries may be subject to foreign withholding taxes upon repatriation to the U.S. As of September 30, 2026 and December 31, 2025, the Company had $104 million and $97 million, respectively, in cash and cash equivalents in certain of its foreign subsidiaries. The Company continues to assert indefinite reinvestment for certain of its continuing operations in accordance with Accounting Standards Codification (“ASC”) 740 based on the laws as of enactment of the tax legislation.
Operating activities: Net cash flow provided by operating activities decreased by $139 million for the nine months ended September 30, 2026 compared to the same period in 2025. The decrease was primarily due to lower cash earnings, partially offset by the change in working capital. For the nine months ended September 30, 2026, there was no depreciation and amortization related to discontinued operations.
Investing activities: Net cash flow used for investing activities decreased by $341 million for the nine months ended September 30, 2026 compared to the same period in 2025. The decrease was primarily driven by the proceeds from the sale of the GR business, partially offset by higher cash paid for property, plant and equipment. For the nine months ended September 30, 2026, cash paid for property, plant and equipment related to discontinued operations was $28 million.
Financing activities: Net cash flow used for financing activities increased by $294 million for the nine months ended September 30, 2026 compared to the same period in 2025. The increase was primarily driven by the repayment of the 2026 senior notes, partially offset by lower treasury stock repurchases in the current year.
Material Cash Requirements
Our anticipated uses of cash include capital expenditures, working capital needs, share repurchases, meeting financial obligations including repayment of senior notes maturing in the next twelve months, payments of any dividends authorized by our Board of Directors, acquisitions, restructuring actions and pension contributions. We expect that our cash on hand, coupled with future cash flows from operations and other available sources of liquidity, including our Senior Revolving Credit Facility, our CP Program and access to credit markets will provide ample liquidity to enable us to meet our cash requirements for at least the next twelve months and foreseeable future thereafter.
Please refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in the 2025 Form 10-K for more details on these material cash requirements. During the third quarter of 2026, there have been no material changes to our expected uses of cash and contractual obligations.
Debt
As of September 30, 2026, the Company had $4.9 billion of total debt. The Company's current portion of long-term debt primarily relates to $499 million of 5.500% senior notes maturing in the second quarter of 2027. In the third quarter of 2026, the Company fully repaid the $400 million of 2026 senior notes at maturity using a combination of cash on hand and commercial paper borrowings. Further discussion of the amount and timing of the future scheduled maturities of our senior notes can be found in Note 10 of the Consolidated Financial Statements. As of September 30, 2026, the Company's Short-term debt includes $100 million of CP Notes.
On March 5, 2025, the Company amended the Senior Revolving Credit Facility to increase the available principal amount from $1.0 billion to $1.5 billion and to extend the maturity to March 2030. The Company had no borrowings outstanding and $1.5 billion available under the Senior Revolving Credit Facility as of September 30, 2026.
On March 5, 2025, the Company established a CP Program for the issuance of CP Notes with maturities ranging up to 397 days from the date of issuance. As of September 30, 2026, there were $100 million of CP Notes outstanding under the CP Program with a weighted average interest rate and weighted average maturity period of 4.17% and 9 days, respectively. We do not intend to have outstanding borrowings under the CP Program in excess of available capacity under our Senior Revolving Credit Facility.
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| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) | ||||
Supplier Finance Programs
We review supplier terms and conditions on an ongoing basis, and have negotiated payment terms extensions in recent years in connection with our efforts to reduce working capital and improve cash flow. Separate from those terms extension actions, certain of our subsidiaries have entered into paying agency agreements with third-party administrators. These voluntary supply chain finance programs (collectively, the “Programs”) generally give participating suppliers the ability to sell, or otherwise pledge as collateral, their receivables from the Company to the participating financial institutions, at the sole discretion of both the suppliers and financial institutions. The Company is not a party to the arrangements between the suppliers and the financial institutions. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by the suppliers’ decisions to sell, or otherwise pledge as collateral, amounts under these arrangements. The Company’s payment terms to the financial institutions, including the timing and amount of payments, are based on the original supplier invoices. One of the Programs includes a parent guarantee to the participating financial institution for a certain U.S. subsidiary that, at the time of the respective program’s inception in 2015, was a guarantor subsidiary of the Company’s credit agreement. The obligations are presented as Accounts payable within Total current liabilities on the Consolidated Balance Sheets and all activity related to the obligations is presented within operating activities on the Consolidated Statements of Cash Flows.
The desire of suppliers and financial institutions to participate in the Programs could be negatively impacted by, among other factors, the availability of capital committed by the participating financial institutions, the cost and availability of our suppliers’ capital, a credit rating downgrade or deteriorating financial performance of the Company or its participating subsidiaries, or other changes in financial markets beyond our control. We do not expect these risks, or potential long-term growth of our Programs, to materially affect our overall financial condition, as we expect a significant portion of our payments to continue to be made outside of the Programs. Accordingly, we do not believe the Programs have materially impacted our current period liquidity, and do not believe that the Programs are reasonably likely to materially affect liquidity in the future.
Please refer to the Supplier Finance Programs section in Note 1 of the Consolidated Financial Statements for a roll-forward of outstanding obligations under the supplier finance programs.
Derivatives
Please refer to Note 5 in the Company's 2025 Form 10-K for additional information.
Fair Value Measurement
Please refer to Notes 1 and 10 of the Consolidated Financial Statements.
SAFETY
Working safely is an expectation at Owens Corning. We believe this organization-wide expectation provides for a safer work environment for employees, improves our manufacturing processes, reduces our costs and enhances our reputation. Furthermore, striving to be a world-class leader in safety provides a platform for all employees to understand and apply the resolve necessary to be a high-performing, global organization. One of our primary safety measures is the Recordable Incidence Rate (“RIR”) as defined by the United States Bureau of Labor Statistics. For the three months ended September 30, 2026, our RIR was 0.81, compared to 0.56 in the same period a year ago. For the nine months ended September 30, 2026, our RIR was 0.71, compared to 0.58 in the same period a year ago.
ACCOUNTING PRONOUNCEMENTS
Please refer to Note 1 of the Consolidated Financial Statements.
CRITICAL ACCOUNTING ESTIMATES
Goodwill Impairment Indicator Assessment
The Company tests goodwill for impairment during the fourth quarter of each year, or more frequently should circumstances change or events occur that would more likely than not reduce the fair value of a reporting unit below its carrying value.
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| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) | ||||
Third Quarter Goodwill Triggering Event
In the third quarter of 2026, the Company performed its ongoing assessment to consider whether events or circumstances had occurred that could more likely than not reduce the fair value of our reporting units below their carrying values. During the third quarter of 2026, a reduced financial outlook for the Doors reporting unit was due to increased inflationary pressures and lower volumes, driven by heightened macroeconomic uncertainties including declines in North America discretionary residential repair and remodeling activities and challenges in North America residential new construction. Considering these developments together with the reporting unit's narrow cushion, due to the impairment taken in the fourth quarter of 2025, the Company concluded that a triggering event had occurred, requiring interim goodwill impairment testing as of September 30, 2026.
The test resulted in the carrying value of the reporting unit exceeding its fair value, and, resultingly, the Company recorded a $366 million pre-tax non-cash impairment charge, fully impairing the remaining Doors reporting unit goodwill in the third quarter of 2026. This charge was recorded in the Goodwill impairment line on the Consolidated Statements of Earnings and was included in the Corporate, Other and Eliminations reporting category. The fair value of the Doors reporting unit was determined based on the discounted cash flow analysis, or income approach. The reduction in fair value, and corresponding impairment charge, was primarily driven by an anticipated decrease in EBITDA, including 2027 in the Company's forecast. The most significant assumptions used in the fair value analysis were base year revenue, revenue growth rate, long-term growth rate, adjusted EBITDA margins and discount rate.
Also, in the third quarter of 2026, the Company performed an interim impairment test for an indefinite-lived tradename used by its Doors reportable segment, triggered by the same conditions that precipitated the interim goodwill impairment test described above for the third quarter of 2026 as well as a management decision regarding a change in the expected use of the tradename. This decision changed the period over which the tradename was expected to provide economic benefits and was an additional factor in management's impairment assessment. As a result of this test, the Company recorded a pre-tax non-cash impairment charge of $77 million. This charge was recorded in the Intangible assets impairment line on the Consolidated Statements of Earnings and was included in the Corporate, Other and Eliminations reporting category. Following the impairment assessment, the Company determined that the tradename no longer had an indefinite useful life and, as of September 30, 2026, reclassified the remaining carrying value of the tradename of $79 million as a definite-lived intangible asset.
Fair value of the impaired tradename was calculated using the relief-from-royalty method by applying an estimated market participant royalty rate of 0.5% to the forecasted revenues associated with the tradename. The resulting cash flows from this calculation were discounted at a rate based on a market participant discount rate. The most significant assumptions used in the fair value analysis were base year revenue, revenue growth rate, long-term growth rate and royalty rate.
During the third quarter of 2026, the Company also determined that certain asset groups within our Doors reportable segment should be assessed for recoverability, primarily as a result of the same conditions that precipitated the interim Doors reporting unit goodwill impairment test described above. Recoverability of the long-lived assets, including definite-lived intangibles, was measured by comparing the carrying amount of the asset groups to the future net undiscounted cash flows expected to be generated by the asset groups. These comparisons determined that the asset groups were recoverable.
The following table summarizes the segment allocation of recorded goodwill on our Consolidated Balance Sheet as of September 30, 2026:
| (In millions) | September 30, 2026 | Percent of Total | ||||||||||||
| Roofing | $ | 659 | 51 | % | ||||||||||
| Insulation | 629 | 49 | % | |||||||||||
| Doors | — | — | % | |||||||||||
| Total goodwill | $ | 1,288 | 100 | % | ||||||||||
ENVIRONMENTAL MATTERS
Please refer to Note 11 of the Consolidated Financial Statements.
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| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) | ||||
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
Our disclosures and analysis in this report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements present our current forecasts and estimates of future events. These statements do not strictly relate to historical or current results and can be identified by words such as “anticipate,” “appear,” “assume,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “plan,” “project,” “seek,” “should,” “strategy,” “will” and other terms of similar meaning or import in connection with any discussion of future operating, financial or other performance. These forward-looking statements are subject to risks, uncertainties and other factors and actual results may differ materially from those results projected in the statements. These risks, uncertainties and other factors include, without limitation:
•levels of residential and non-residential construction activity;
•demand for our products;
•industry and economic conditions including, but not limited to, supply chain disruptions, recessionary conditions, inflationary pressures and interest rate and financial markets volatility;
•additional changes to tariff, trade or investment policies or laws by the United States, or similar actions, including reciprocal actions, by foreign governments;
•availability and cost of energy and raw materials;
•competitive and pricing factors;
•relationships with key customers and customer concentration in certain areas;
•our ability to achieve expected synergies, cost reductions and/or productivity improvements;
•issues related to acquisitions, divestitures and joint ventures or expansions;
•climate change, weather conditions and storm activity;
•legislation and related regulations or interpretations, in the United States or elsewhere;
•domestic and international economic and political conditions, policies or other governmental actions, as well as war and civil disturbance;
•uninsured losses or major manufacturing disruptions, including those from natural disasters, catastrophes, pandemics, theft or sabotage;
•environmental, product-related or other legal and regulatory liabilities, proceedings or actions;
•research and development activities and intellectual property protection;
•issues involving implementation and protection of information technology systems;
•foreign exchange and commodity price fluctuations;
•our level of indebtedness;
•our liquidity and the availability and cost of credit;
•the level of fixed costs required to run our business;
•levels of goodwill or other indefinite-lived intangible assets;
•loss of key employees and labor disputes or shortages; and
•defined benefit plan funding obligations.
All forward-looking statements in this report should be considered in the context of the risks and other factors described herein, including in Item 1A - Risk Factors in Part I of the 2025 Form 10-K. Users of this report should not interpret the disclosure of any risk factor to imply that the risk has not already materialized. Any forward-looking statements speak only as of the date the statement is made and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by federal securities laws. It is not possible to identify all of the risks, uncertainties and other factors that may affect future results. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this report may not occur and actual results may differ materially from those anticipated or implied in the forward-looking statements. Accordingly, users of this report are cautioned not to place undue reliance on the forward-looking statements.
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ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | ||||
There has been no material change in our exposure to market risk during the nine months ended September 30, 2026. Please refer to “Quantitative and Qualitative Disclosures about Market Risk” contained in Part II, Item 7A of the 2025 Form 10-K for a discussion of our exposure to market risk.
ITEM 4. | CONTROLS AND PROCEDURES | ||||
The Company maintains (a) disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and (b) internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective.
There has been no change in the Company’s internal control over financial reporting during the quarter ended September 30, 2026 that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II
ITEM 1. | LEGAL PROCEEDINGS | ||||
Information required by this item is incorporated by reference to Note 11 of the Consolidated Financial Statements, Contingent Liabilities and Other Matters.
ITEM 1A. | RISK FACTORS | ||||
There have been no material changes to the risk factors disclosed in Item 1A of the Company’s 2025 Form 10-K.
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | ||||
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities.
None.
Issuer Purchases of Equity Securities
The following table provides information about Owens Corning’s purchases of its common stock for each month during the quarterly period covered by this report:
| Period | Total Number of Shares (or Units) Purchased* | Average Price Paid per Share (or Unit) | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs** | Maximum Number of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs** | |||||||||||||||||||
| July 1-31, 2026 | 1,501 | $ | 142.19 | — | 10,772,178 | ||||||||||||||||||
| August 1-31, 2026 | 1,132,754 | $ | 150.11 | 1,132,335 | 9,639,843 | ||||||||||||||||||
| September 1-30, 2026 | 800,646 | $ | 131.68 | 797,428 | 8,842,415 | ||||||||||||||||||
| Total | 1,934,901 | $ | 142.48 | 1,929,763 | |||||||||||||||||||
| * | The Company retained an aggregate of 5,138 shares surrendered to satisfy tax withholding obligations in connection with the vesting of restricted share units granted to our employees. | ||||
| ** | On May 13, 2025, the Board of Directors approved a new share repurchase program under which the Company is authorized to repurchase up to The Company repurchased 1.9 million shares of its common stock for $277 million, inclusive of applicable taxes, during the three months ended September 30, 2026 under the Repurchase Authorizations. As of September 30, 2026, 8.8 million shares remain available for repurchase under the Repurchase Authorizations. | ||||
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | ||||
None.
ITEM 4. | MINE SAFETY DISCLOSURES | ||||
Not applicable.
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ITEM 5. | OTHER INFORMATION | ||||
10b5-1 Plans
During the quarter ended September 30, 2026, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted terminated
ITEM 6. | EXHIBITS | ||||
Exhibit No. | Description | ||||
| 10.1* | |||||
| 10.2* | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 32.2 | |||||
| 101 | The following materials from the Quarterly Report on Form 10-Q for Owens Corning for the period ended September 30, 2026, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Statements of Earnings, (ii) Consolidated Statements of Comprehensive Earnings, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Stockholders' Equity, (v) Consolidated Statements of Cash Flows, (vi) related notes to these financial statements and (vii) document and entity information. | ||||
| * | Denotes management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Form 10-Q. | ||||
Owens Corning agrees to furnish to the U.S. Securities and Exchange Commission, upon request, copies of all instruments defining the rights of holders of long-term debt of Owens Corning where the total amount of securities authorized under each issue does not exceed 10% of the total assets of Owens Corning and its subsidiaries on a consolidated basis.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Owens Corning has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| OWENS CORNING | |||||||||||||||||
| Registrant | |||||||||||||||||
| Date: | November 4, 2026 | By: | /s/ Jonathan M. Collins | ||||||||||||||
| Jonathan M. Collins | |||||||||||||||||
| Executive Vice President, Chief Financial | |||||||||||||||||
| Officer | |||||||||||||||||
| Date: | November 4, 2026 | By: | /s/ Mari K. Doerfler | ||||||||||||||
| Mari K. Doerfler | |||||||||||||||||
| Vice President and | |||||||||||||||||
| Controller | |||||||||||||||||
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Exhibit 10.1
2.5-YEAR “CLIFF” RSU AGREEMENT
RESTRICTED STOCK UNIT AWARD AGREEMENT
pursuant to the
OWENS CORNING
2023 STOCK PLAN
RESTRICTED STOCK UNIT AWARD
OWENS CORNING, a Delaware corporation (the “Company”), has granted to [Participant Name] (the “Holder”), as of [Grant Date] (the “Grant Date”), pursuant to the provisions of the Owens Corning 2023 Stock Plan (the “Plan”), [Number of Shares Granted] restricted stock units (the “Units”) relating to shares of common stock, $0.01 par value, of the Company (“Stock”), upon and subject to the restrictions, terms and conditions set forth below and in the Plan (the “Award”). Each Unit shall provide for the issuance and transfer to the Holder of one share of Stock upon the lapse of the restrictions set forth in Section 1 hereof. Upon issuance and transfer of the Stock subject to the Units following the lapse of the Restriction Period, the Holder shall have all rights incident to ownership of such Stock, including, but not limited to, voting rights and the right to receive dividends. References to employment by the Company shall also mean employment by a Subsidiary. Capitalized terms not defined herein shall have the meanings specified in the Plan.
1.Restriction Period and Vesting.
(a)General. Subject to Sections 1(b), 1(c), and 1(d), the Units shall vest and the restrictions shall lapse with respect to 100% of the Units on the 30-month anniversary of the Grant Date (such anniversary, the “Vesting Date”) until the Units are fully vested (such 30-month period, the “Restriction Period”). As used herein, the term “vest” shall mean no longer subject to a substantial risk of forfeiture.
(b)Death or Disability. Notwithstanding Section 1(a), if, prior to the end of the Restriction Period, the Holder’s employment with the Company terminates by reason of death or Disability, the Units that are then unvested shall vest in full, and the restrictions shall lapse, as of the date of such termination.
(c)Change in Control. Notwithstanding Sections 1(a) and 1(b), in the event of a Change in Control, as defined in the Plan, the Units shall immediately vest in full and the restrictions shall lapse as provided in Section 6.8 of the Plan; provided, however, that in the event that (i) the Units constitute the payment of nonqualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) the Change in Control does not constitute a “change in control event” within the meaning of Section 409A of the Code, the Units shall not immediately vest upon such Change in Control, but instead shall vest and be payable in accordance with the vesting schedule set forth in Section 1(a) hereof, or earlier pursuant to Section 1(b) hereof.
1
(d)Forfeiture. If, prior to the end of the Restriction Period, the Holder’s employment with the Company terminates for any reason other than death or Disability, the Units that are then unvested as of the effective date of the termination of the Holder’s employment shall be forfeited by the Holder and such portion shall thereafter be cancelled by the Company.
2.Settlement of Award.
(a)General. Subject to Section 2(b), one share of Stock will be issued as payment for each Unit that vests pursuant to Section 1(a) within 30 days following the Vesting Date.
(b)Other Payment Events. Notwithstanding Section 2(a), to the extent the Units are vested on the dates set forth below, payment with respect to the vested Units will be made as follows:
(i)Death or Disability. Within 30 days of the date of the termination of the Holder’s employment with the Company by reason of the Holder’s death or Disability, one share of Stock will be issued as payment for each Unit, if any, that vests pursuant to Section 1(b).
(ii)Change in Control. Within 30 days of a Change in Control, one share of Stock will be issued as payment for each Unit, if any, that vests pursuant to Section 1(c).
3.Rights as a Stockholder and Dividend Equivalents.
During the Restriction Period, the Holder shall not be a stockholder of record with respect to the Stock underlying any unvested Units and shall have no voting rights with respect to such Stock. With respect to each of the Units covered by this Agreement, the Holder shall be credited on the records of the Company with dividend equivalents in an amount equal to the amount per share of Stock of any cash dividends declared by the Board on the outstanding Stock (and the applicable record date occurring) during the period beginning on the Grant Date and ending either on the date on which the Holder receives payment for the Units pursuant to Section 2 hereof or at the time when the Units are forfeited in accordance with Section 1(d) of this Agreement. These dividend equivalents will accumulate without interest and, subject to the terms and conditions of this Agreement, will be paid at the same time, to the same extent and in the same manner, in cash, as the Units for which the dividend equivalents were credited. If the Award is subject to a deferral election as described in Section 5.13 below, dividend equivalents will be accrued in the form of additional Units, with the increase in the number of Units equal to the number of shares of Stock or fractional shares of Stock that could be purchased with the dividends based on the value of the Stock at the time such dividends are paid (“Credited Units”). Such Credited Units shall be subject to the restrictions set forth in Section 1 hereof and shall be paid to the Holder in the time and manner as provided in their deferral election.
4.Withholding Taxes.
To the extent that the Company or a Subsidiary is required to withhold federal, state, local, employment, or foreign taxes or other amounts, or, to the extent permitted under Section 409A of the Code, any other applicable taxes (the “Required Tax Payments”), in connection with the Holder’s right to receive shares of Stock under this Agreement (regardless of whether the
2
Holder is entitled to the delivery of any Stock at that time), and the amounts available to the Company for such withholding are insufficient, as a condition precedent to the delivery to the Holder of any such Stock upon the vesting of the Units, the Holder agrees that the Required Tax Payments shall be satisfied by the Company withholding from the Stock otherwise to be delivered to the Holder pursuant to the Award having a Fair Market Value, determined as of the date of taxation, equal to the Required Tax Payments. No payments in respect of vested Units shall be delivered to the Holder until the Required Tax Payments have been satisfied in full.
5.Additional Terms and Conditions of Award.
5.1Award Subject to Acceptance of Agreement. The Award shall be null and void unless the Holder shall accept this Agreement by executing it in an enforceable manner, including through an electronic acceptance, in such form as is determined to be acceptable within the discretion of the Committee.
5.2Agreement Not To Compete and Not To Solicit.
(a)In exchange for the consideration provided by the Company in this Agreement, the Holder agrees that, during the Covenant Period, the Holder shall not, without the prior written consent of the Company: (i) become directly or indirectly engaged or involved, as an owner, principal, employee, officer, director, manager, independent contractor, consultant, representative, seller, distributor, agent, advisor, lender or in any other capacity, with or for any Competitor of the Company or any Subsidiary; (ii) participate in the research or development, manufacture, and/or any business, fabrication, marketing, sale or distribution of any products or services that are competitive with or similar to any products or services then being developed, manufactured, fabricated, marketed, sold or distributed by the Company or any Subsidiary; (iii) directly or indirectly, on behalf of the Holder or any other person or entity, offer, market, sell or distribute, or participate in offering, marketing, selling or distributing any products or services that are competitive with or similar to any products or services then offered, marketed, sold or distributed by the Company or any Subsidiary to any customer of the Company or any Subsidiary, or to the Holder’s knowledge, potential customer of the Company or any Subsidiary; (iv) directly or indirectly, on behalf of the Holder or any other person or entity, solicit, induce, recruit, hire, or encourage any employee, independent contractor, consultant, or sales representative of the Company or any Subsidiary to leave their employment; or (v) directly or indirectly, engage, or attempt to engage, on behalf of any Competitor of the Company or any Subsidiary, any customer, vendor, supplier, distributor, independent contractor, agent, or other business relationship of the Company or any Subsidiary, or engage in any other action that would reasonably be expected to terminate or negatively impact any such business relationship of the Company or any Subsidiary; provided, however, that the Holder’s direct or indirect ownership of less than 1% of the outstanding capital stock of a company whose capital stock is listed on a national securities exchange or regularly traded in an over-the-counter market, shall not be deemed to be a violation of this Agreement. Notwithstanding any provision of the Plan or of this Agreement to the contrary, any violation of this section by the Holder shall result in the immediate forfeiture and cancellation of the portion of the Award which is not vested as of such date.
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(b)The Holder agrees that money damages would not be a sufficient remedy for any breach of this Section 5.2 by the Holder and that, in addition to all other remedies which may be available to the Company, the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. The Holder further agrees to waive any requirement for the securing or posting of any bond in connection with any such remedy.
(c)The Holder agrees and acknowledges that (i) the services rendered by the Holder to the Company are special and of great value to the Company, (ii) the market for the Company’s products and services is worldwide and the Company regularly transacts business on a worldwide basis, (iii) the covenants contained in this Section 5.2 are reasonable and necessary for the protection of the Company’s legitimate business interests, (iv) the grant of the Award to the Holder is good and sufficient consideration for such covenants, and (v) the Holder’s compliance with such covenants will not preclude or unreasonably restrict the Holder from engaging in other activities for the purpose of earning a livelihood.
(d)As used herein, (i) the term “Competitor” means any person, or entity that (A) is engaged in, or that has plans to become engaged in the research, development, manufacture, fabrication, marketing, sale or distribution of products or services that are the same as, or serve a substantially similar purpose or function as any products or services that were researched, developed, manufactured, fabricated, marketed, sold, or distributed by any business unit of the Company or any Subsidiary for which the Holder performed any work or services at any time during the last twenty-four (24) months during which the Holder was employed by Company or any Subsidiary; and (B) directly or indirectly conducts any business operations anywhere within North America or anywhere else in the world where the Holder has engaged in business activities on behalf of the Company or any Subsidiary; and (ii) the term “Covenant Period” means the period ending on the first anniversary of the date the Holder’s termination of employment with the Company or any Subsidiary, regardless of the circumstances relating to such termination of employment (e.g., resignation, retirement, disability, termination by the Company for cause, or termination by the Company without cause).
5.3Nontransferability of Units. During the Restriction Period, the Units subject to the Award and not then vested may not be transferred by the Holder other than by will, the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company. Except to the extent permitted by the foregoing, upon any attempt to sell, transfer, assign, pledge, hypothecate or encumber, or otherwise dispose of such Units, the Award shall immediately become null and void.
5.4Adjustment. Subject to Section 6.7 of the Plan, in the event of any stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of Stock other than a regular cash dividend, or any other corporate transaction or event having an effect similar to any of the foregoing, the number and class of securities subject to the Units and the other terms of the Units shall be appropriately adjusted by the Committee. If any adjustment would result in a fractional security being subject to the Units, the Company shall pay the Holder in connection with the vesting, if any, of such fractional security an amount in cash
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determined by multiplying such fraction (rounded to the nearest hundredth) by the fair market value on the Vesting Date (or the date on which the Units vest pursuant to Sections 1(b) or 1(c)). The decision of the Committee regarding any such adjustment shall be final, binding and conclusive.
5.5Compliance with Applicable Law. The Award is subject to the condition that if the listing, registration or qualification of the Stock subject to the Units upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the vesting or delivery of Stock hereunder, the Units subject to the Award shall not vest or be delivered, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent or approval. Further, the Holder agrees that to the extent the issuance of Stock in the Holder’s jurisdiction is impossible, illegal, unauthorized, or, in the Company’s discretion, is imprudent or is otherwise impracticable for any reason, the Company may, in its discretion, either deem the Award to be a cash award of equivalent cash value or may direct the sale of all Stock subject to the Award and settle the Award in cash locally with the Holder.
5.6Book Entry Record/Delivery of Certificates. Subject to the foregoing paragraph, promptly following the vesting of the Units, in whole or in part, the Stock delivered at vesting shall be recorded in book entry form, unless the Company decides to deliver or cause to be delivered, subject to the withholding provisions of Section 4, one or more certificates representing the number of shares of Stock represented by the vested Units. In the event certificates are delivered, the Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in Section 4.
5.7Award Confers No Rights to Continued Employment. The granting of the Units does not entitle the Holder to any award other than that specifically granted under the Plan, nor to any future award under the Plan or any similar plan. The Award does not become part of the contract of employment or any other employment relationship with the Holder’s employer, and the Award is not a guarantee of continued employment. Moreover, the Award or any future awards do not become a term or condition of employment. The Holder understands and accepts that the Units granted under the Plan are entirely at the discretion of the Company and that the Company retains the right to amend or terminate the Plan and/or the Holder’s participation therein, at any time, at the Company’s sole discretion and without notice. The benefits and rights provided under the Plan are not, and should not be considered part of the Holder’s salary or compensation for purposes of any other calculation, including calculating any severance, resignation, redundancy or other end of service payments, vacation, bonuses, long-term service awards, indemnification, pension or retirement benefits, or any other payments, benefits or rights of any kind, except as required by applicable law. The Holder hereby waives any and all rights to compensation or damages as a result of the termination of employment with the Company for any reason whatsoever insofar as those rights result or may result from: (a) the loss or diminution in value of any rights under the Plan; or (b) the Holder ceasing to have any rights under, or ceasing to be entitled to any rights under, the Plan as a result of such termination.
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5.8Decisions of Board or Committee. The Board or the Committee shall have the right to resolve all questions which may arise in connection with the Award. Subject to the terms of the Plan, administration of ministerial, non-substantive aspects of the Award has been delegated to the Company. Any interpretation, determination or other action made or taken by the Board or the Committee, or the Company as its delegate, regarding the Plan or this Agreement shall be final, binding and conclusive.
5.9Incorporation of the Plan. The Plan, as it exists on the date of this Agreement and as amended from time to time, is hereby incorporated by reference and made a part hereof, and the Award and this Agreement shall be subject to all terms and conditions of the Plan and any subsequent amendments to the Plan. In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the terms of the Plan shall control. The Holder hereby acknowledges receipt of a copy of the Plan.
5.10Value of Units and Common Stock. The Company makes no representation as to the value of the Units. The Company is not responsible for any fluctuations in the value of the Stock.
5.11Investment Representation. The Holder hereby represents and covenants that (a) any Stock acquired upon the vesting of the Units will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities law; (b) any subsequent sale of any such Stock shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (i) is true and correct as of the date of acquisition of any shares hereunder or (ii) is true and correct as of the date of any sale of any such Stock, as applicable. As a further condition precedent to the delivery to the Holder of any Stock subject to the Units, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance of the Stock and, in connection therewith, shall execute any documents which the Board or any committee authorized by the Board shall in its sole discretion deem necessary or advisable.
5.12Notices and Electronic Delivery. The Company may, in its sole discretion, deliver any documents (other than certificates), notices or other communications related to the Units and the Holder’s participation in the Plan by electronic means. The Holder hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
Any documents, notices or other communications which are not delivered electronically pursuant to this section shall be in writing and shall be deemed to have been duly given when received, if delivered personally, or when mailed, if sent by first class mail, postage paid, addressed as follows:
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(a)if to the Company or the Committee, to the attention of the Vice President, Total Rewards, Owens Corning World Headquarters, One Owens Corning Parkway, Toledo, Ohio 43659, or to the attention of such other person or at such other address as the Company, by notice to the Holder, may designate in writing from time to time, and
(b)if to the Holder, at their address as shown on the records of the Company, or at such other address as the Holder, by notice to the Company, may designate in writing from time to time.
5.13Deferral of Units.
(a)Deferral Election. If the Holder made an election, in accordance with the terms and conditions prescribed by the Company and Section 409A of the Code and pursuant to an election form provided to the Holder by the Company, to defer the receipt of the Units that would have otherwise vested pursuant to Section 1(a), such Units shall be payable at the time and form elected by the Holder pursuant to such election.
(b)Dividend Equivalents. Until the distribution of Units deferred pursuant to this Section 5.13 (the “Deferral Period”), the Units shall continue to be credited with dividend equivalents, as described in Section 3 hereof.
5.14Miscellaneous.
(a)Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of the Holder, acquire any right hereunder in accordance with the Plan.
(b)Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one agreement.
(c)Entire Understanding. The Plan and this Agreement constitute the entire agreement and understanding between the parties with respect to the matters described herein and supersede all prior and contemporaneous agreements and understandings, oral and written, between the parties with respect to such subject matter; provided, however, that the covenants contained in Section 5.2 shall complement and shall be in addition to, and shall not supersede similar covenants made by the Holder to the Company or any Subsidiary, including covenants made in the Agreement-Protection of Owens Corning Proprietary Interests or the Intellectual Property Agreement if the Holder has executed such an agreement.
(d)Modification. No modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the party against whom it is sought to be enforced, and specifically references this Restricted Stock Unit Award Agreement by name.
(e)Waiver. The failure of any party hereto at any time to require performance by another party of any provision of this Agreement shall not affect the right of such party to require performance of that provision, and any waiver by any party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding
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breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.
(f)Fees and Expenses; Legal Compliance. The Company shall pay all fees and expenses necessarily incurred by the Company in connection with this Agreement and will from time to time use its reasonable efforts to comply with all laws and regulations which, in the opinion of counsel to the Company, are applicable thereto.
(g)Governing Law. This Agreement shall be governed and construed and the legal relationships of the parties determined in accordance with the laws of the State of Delaware without reference to principles of conflict of laws.
(h)Data Privacy. By signing this Agreement, including by way of electronic acceptance of this Agreement by means acceptable to the Company, the Holder explicitly and unambiguously consents to the collection, processing, and transfer (electronically or otherwise) of the Holder’s personal data as described in this Agreement by and among, as applicable, the Company, Subsidiaries, the Holder’s employer (the “Employer”), and any third parties as necessary, for the exclusive purpose of implementing, administering and managing the Holder’s participation in the Plan. Moreover, the Holder explicitly acknowledges and agrees that the Company and the Employer may hold certain personal information about the Holder (including, but not limited to, the Holder’s name, home address, telephone number, email address, date of birth, employment status, tax identification number, passport or other identification number, salary, nationality, job title, any Stock awarded, cancelled, purchased, exercised, vested, unvested or outstanding in the Holder’s favor, and data for tax withholding purposes) for the purposes of implementing, administering and managing the Plan (“Data”). The Holder understands that Data will be transferred to third parties assisting the Company with the implementation, administration and management of the Plan. The Holder expressly authorizes such transfer to and processing by third parties. Furthermore, the Holder understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Holder’s country. The Holder explicitly consents to the transfer of the Holder’s personal data to countries other than the Holder’s country of employment. The Company will take reasonable measures to keep the Holder’s personal data private, confidential, and accurate. The Holder understands that Data will be held only as long as is necessary to implement, administer and manage the Holder’s participation in the Plan. The Holder further understands that the Holder may request a list with the names and addresses of any potential recipients of the Data by contacting the Holder’s local human resources contact, may obtain details with respect to the collection, storage, processing and transfer of Data in relation to the Plan participation, may also request access to and updates of such Data, if needed, by contacting the Holder’s local Human Resources contact, and may refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Holder’s local human resources contact. The Holder understands, however, that refusing or withdrawing the Holder’s consent may affect the Holder’s ability to participate in the Plan.
(i)Clawback Policy. The Holder hereby acknowledges and agrees that this Award and this Agreement (and any settlement of this Award) are subject to the terms and conditions of the Company’s clawback policies as may be in effect from time to time (the
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“Compensation Recovery Policy”), and that relevant sections of this Agreement shall be deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof. Further, by receiving this Award, the Holder (i) consents to be bound by the terms of the Compensation Recovery Policy, as applicable, (ii) agrees and acknowledges that the Holder is obligated to and will cooperate with, and will provide any and all assistance necessary to, the Company in any effort to recover or recoup any compensation or other amounts subject to clawback or recovery pursuant to the Compensation Recovery Policy and/or applicable laws, rules, regulations, stock exchange listing standards or other Company policy, and (iii) agrees that the Company may enforce its rights under the Compensation Recovery Policy through any and all reasonable means permitted under applicable law as it deems necessary or desirable under the Compensation Recovery Policy. Such cooperation and assistance shall include (but is not limited to) executing, completing and submitting any documentation necessary, or consenting to Company action, to facilitate the recovery or recoupment by the Company from the Holder of any such compensation or other amounts, including from the Holder’s accounts or from any other compensation, to the extent permissible under Section 409A of the Code.
(j)Whistleblowers. For the avoidance of doubt, notwithstanding anything to the contrary in the Plan, this Agreement or in any other agreement, contract or arrangement with the Company or any Subsidiary or affiliate, or in any policy, procedure or practice of the Company or any Subsidiary or affiliate (collectively, the “Arrangements”), nothing in the Arrangements or otherwise limits the Holder’s right to any monetary award offered by a government-administered whistleblower award program for providing information directly to a government agency (including the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act or The Sarbanes-Oxley Act of 2002, or any comparable government agency pursuant to any comparable legislation in non-U.S. jurisdictions).
(k)Company to Reserve Stock. The Company shall at all times prior to the expiration or termination of the Units reserve and keep available, either in its treasury or out of its authorized but unissued Stock, the full number of shares of Stock subject to the Units from time to time.
(l)Compliance with Section 409A of the Code.
(i)To the extent applicable, it is intended that this Agreement and the Plan comply with, or are exempt from, the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Holder. This Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Holder).
(ii)To the extent the Holder has a right to receive payment pursuant to this Agreement, the payment is deferred compensation subject to Section 409A,
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and the event triggering the right to payment does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this Agreement, issuance of cash or Stock in payment of the vested Units will be made to the Holder, to the extent necessary to comply with Section 409A of the Code, on the earliest of: (A) the Vesting Date; (B) the Holder’s “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, that if the Holder is a “specified employee” (within the meaning of Section 409A of the Code), the Holder’s date of payment of the Award pursuant to this clause (ii) shall be the date that is the first business day following six months after the date of the Holder’s separation of service with the Company; (C) the Holder’s death; (D) the Holder’s permanent disability (within the meaning of Section 409A(a)(2)(C) of the Code); or (E) a change in control event (within the meaning of Section 409A of the Code).
(iii)Reference to Section 409A of the Code will also include any regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
(m)Severability. If any covenant or other term in this Agreement (including, without limitation, any covenant in Section 5.2 hereof) is determined by a court of competent jurisdiction to be wholly or partially unenforceable, the Holder agrees that: (i) this Agreement or any portion hereof may be reformed so that such covenant or other term is enforceable to the maximum extent permitted by law; (ii) such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant or other term in any other jurisdiction; and (iii) the unaffected provisions of this Agreement shall be unimpaired and shall remain in full force and effect. Without limiting the generality of the foregoing, if any covenant in this Agreement shall be determined by a court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extend in all other respect as to which it may be enforceable, all as determined by such court.
5.15Provisions Relating to Participants in Specific U.S. States. Notwithstanding any provisions in this Agreement, the Award shall also be subject to the special terms and conditions set forth in the U.S. State-Specific Addendum attached as Appendix A to this Agreement if the Holder is employed and/or resides in specific states or if the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with applicable law. The U.S. State-Specific Addendum attached hereto as Appendix A constitutes part of this Agreement.
[SIGNATURES ON FOLLOWING PAGE]
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________________________________
Sign Name
________________________________
Print Name
________________________________
Date
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APPENDIX A
TO
RESTRICTED STOCK UNIT AGREEMENT
U.S. STATE-SPECIFIC ADDENDUM
Additional Terms and Conditions for Awards under the Owens Corning 2023 Stock Plan
Terms and Conditions
This Addendum includes additional terms and conditions that govern the Award granted to you under the Owens Corning 2023 Plan (referred to as the “Plan”) if you are employed and/or reside in the applicable states or if the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with applicable law. Certain capitalized terms used but not defined in this Addendum have the meanings set forth in the Plan and/or your award agreement (the “Agreement”) that relates to your Award. By accepting your Award, you agree to be bound by the terms and conditions contained in the paragraphs below in addition to the terms of the Plan, the Agreement, and the terms of any other document that may apply to you and your Award.
California
Restrictive Covenants. Section 5.2 of the Agreement shall not apply.
Data Privacy. The following sentence is added to the end of Section 5.14(h) of the Agreement to read as follows:
“If the Holder is a California resident, the Holder should refer to the Company’s California Consumer Privacy Act Notice for more information about the personal information the Company collects about the Holder and the purposes for which the Company will use such data.”
Minnesota
Restrictive Covenants. Section 5.2 of the Agreement shall not apply.
North Dakota
Restrictive Covenants. Section 5.2 of the Agreement shall not apply.
Oklahoma
Restrictive Covenants. Section 5.2 of the Agreement shall not apply.
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Exhibit 10.2
RESTRICTED STOCK UNIT AWARD AGREEMENT
pursuant to the
OWENS CORNING
2023 STOCK PLAN
RESTRICTED STOCK UNIT AWARD
OWENS CORNING, a Delaware corporation (the “Company”), has granted to Jonathan Collins (the “Holder”), as of August 10, 2026 (the “Grant Date”), pursuant to the provisions of the Owens Corning 2023 Stock Plan (the “Plan”), 13,003 restricted stock units (the “Units”) relating to shares of common stock, $0.01 par value, of the Company (“Stock”), upon and subject to the restrictions, terms and conditions set forth below and in the Plan (the “Award”). Each Unit shall provide for the issuance and transfer to the Holder of one share of Stock upon the lapse of the restrictions set forth in Section 1 hereof. Upon issuance and transfer of the Stock subject to the Units following the lapse of such restrictions, the Holder shall have all rights incident to ownership of such Stock, including, but not limited to, voting rights and the right to receive dividends. References to employment by the Company shall also mean employment by a Subsidiary. Capitalized terms not defined herein shall have the meanings specified in the Plan.
1.Restriction Period and Vesting.
(a)General. Subject to Sections 1(b), 1(c), and 1(d), the Units shall vest and the restrictions shall lapse with respect to (i) 50.0% of the Units on the first anniversary of the Grant Date and (ii) the remainder of the Units on the 18-month anniversary of the Grant Date (each such vesting date, a “Vesting Date”) until the Units are fully vested (such 18-month period, the “Restriction Period”). As used herein, the term “vest” shall mean no longer subject to a substantial risk of forfeiture.
(b)Death or Disability. Notwithstanding Section 1(a), if, prior to the end of the Restriction Period, the Holder’s employment with the Company terminates by reason of death or Disability, the Units that are then unvested shall vest in full, and the restrictions shall lapse, as of the date of such termination.
(c)Change in Control. Notwithstanding Sections 1(a) and 1(b), in the event of a Change in Control, as defined in the Plan, the Units shall immediately vest in full and the restrictions shall lapse as provided in Section 6.8 of the Plan; provided, however, that in the event that (i) the Units constitute the payment of nonqualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) the Change in Control does not constitute a “change in control event” within the meaning of Section 409A of the Code, the Units shall not immediately vest upon such Change in Control, but instead shall vest and be payable in accordance with the vesting schedule set forth in Section 1(a) hereof, or earlier pursuant to Section 1(b) hereof.
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(d)Forfeiture. If, prior to the end of the Restriction Period, the Holder’s employment with the Company terminates for any reason other than death or Disability, the Units that are then unvested as of the effective date of the termination of the Holder’s employment shall be forfeited by the Holder and such portion shall thereafter be cancelled by the Company.
2.Settlement of Award.
(a)General. Subject to Section 2(b), one share of Stock will be issued as payment for each Unit that vests pursuant to Section 1(a) within 30 days following each Vesting Date.
(b)Other Payment Events. Notwithstanding Section 2(a), to the extent the Units are vested on the dates set forth below, payment with respect to the vested Units will be made as follows:
(i)Death or Disability. Within 30 days of the date of the termination of the Holder’s employment with the Company by reason of the Holder’s death or Disability, one share of Stock will be issued as payment for each Unit, if any, that vests pursuant to Section 1(b).
(ii)Change in Control. Within 30 days of a Change in Control, one share of Stock will be issued as payment for each Unit, if any, that vests pursuant to Section 1(c).
3.Rights as a Stockholder and Dividend Equivalents.
During the Restriction Period, the Holder shall not be a stockholder of record with respect to the Stock underlying any unvested Units and shall have no voting rights with respect to such Stock. With respect to each of the Units covered by this Agreement, the Holder shall be credited on the records of the Company with dividend equivalents in an amount equal to the amount per share of Stock of any cash dividends declared by the Board on the outstanding Stock (and the applicable record date occurring) during the period beginning on the Grant Date and ending either on the date on which the Holder receives payment for the Units pursuant to Section 2 hereof or at the time when the Units are forfeited in accordance with Section 1(d) of this Agreement. These dividend equivalents will accumulate without interest and, subject to the terms and conditions of this Agreement, will be paid at the same time, to the same extent and in the same manner, in cash, as the Units for which the dividend equivalents were credited. If the Award is subject to a deferral election as described in Section 5.13 below, dividend equivalents will be accrued in the form of additional Units, with the increase in the number of Units equal to the number of shares of Stock or fractional shares of Stock that could be purchased with the dividends based on the value of the Stock at the time such dividends are paid (“Credited Units”). Such Credited Units shall be subject to the restrictions set forth in Section 1 hereof and shall be paid to the Holder in the time and manner as provided in their deferral election.
4.Withholding Taxes.
To the extent that the Company or a Subsidiary is required to withhold federal, state, local, employment, or foreign taxes or other amounts, or, to the extent permitted under Section 409A of the Code, any other applicable taxes (the “Required Tax Payments”), in connection with the Holder’s right to receive shares of Stock under this Agreement (regardless of whether the
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Holder is entitled to the delivery of any Stock at that time), and the amounts available to the Company for such withholding are insufficient, as a condition precedent to the delivery to the Holder of any such Stock upon the vesting of the Units, the Holder agrees that the Required Tax Payments shall be satisfied by the Company withholding from the Stock otherwise to be delivered to the Holder pursuant to the Award having a Fair Market Value, determined as of the date of taxation, equal to the Required Tax Payments. No payments in respect of vested Units shall be delivered to the Holder until the Required Tax Payments have been satisfied in full.
5.Additional Terms and Conditions of Award.
5.1Award Subject to Acceptance of Agreement. The Award shall be null and void unless the Holder shall accept this Agreement by executing it in an enforceable manner, including through an electronic acceptance, in such form as is determined to be acceptable within the discretion of the Committee.
5.2Agreement Not To Compete and Not To Solicit.
(a)In exchange for the consideration provided by the Company in this Agreement, the Holder agrees that, during the Covenant Period, the Holder shall not, without the prior written consent of the Company: (i) become directly or indirectly engaged or involved, as an owner, principal, employee, officer, director, manager, independent contractor, consultant, representative, seller, distributor, agent, advisor, lender or in any other capacity, with or for any Competitor of the Company or any Subsidiary; (ii) participate in the research or development, manufacture, and/or any business, fabrication, marketing, sale or distribution of any products or services that are competitive with or similar to any products or services then being developed, manufactured, fabricated, marketed, sold or distributed by the Company or any Subsidiary; (iii) directly or indirectly, on behalf of the Holder or any other person or entity, offer, market, sell or distribute, or participate in offering, marketing, selling or distributing any products or services that are competitive with or similar to any products or services then offered, marketed, sold or distributed by the Company or any Subsidiary to any customer of the Company or any Subsidiary, or to the Holder’s knowledge, potential customer of the Company or any Subsidiary; (iv) directly or indirectly, on behalf of the Holder or any other person or entity, solicit, induce, recruit, hire, or encourage any employee, independent contractor, consultant, or sales representative of the Company or any Subsidiary to leave their employment; or (v) directly or indirectly, engage, or attempt to engage, on behalf of any Competitor of the Company or any Subsidiary, any customer, vendor, supplier, distributor, independent contractor, agent, or other business relationship of the Company or any Subsidiary, or engage in any other action that would reasonably be expected to terminate or negatively impact any such business relationship of the Company or any Subsidiary; provided, however, that the Holder’s direct or indirect ownership of less than 1% of the outstanding capital stock of a company whose capital stock is listed on a national securities exchange or regularly traded in an over-the-counter market, shall not be deemed to be a violation of this Agreement. Notwithstanding any provision of the Plan or of this Agreement to the contrary, any violation of this section by the Holder shall result in the immediate forfeiture and cancellation of the portion of the Award which is not vested as of such date.
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(b)The Holder agrees that money damages would not be a sufficient remedy for any breach of this Section 5.2 by the Holder and that, in addition to all other remedies which may be available to the Company, the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. The Holder further agrees to waive any requirement for the securing or posting of any bond in connection with any such remedy.
(c)The Holder agrees and acknowledges that (i) the services rendered by the Holder to the Company are special and of great value to the Company, (ii) the market for the Company’s products and services is worldwide and the Company regularly transacts business on a worldwide basis, (iii) the covenants contained in this Section 5.2 are reasonable and necessary for the protection of the Company’s legitimate business interests, (iv) the grant of the Award to the Holder is good and sufficient consideration for such covenants, and (v) the Holder’s compliance with such covenants will not preclude or unreasonably restrict the Holder from engaging in other activities for the purpose of earning a livelihood.
(d)As used herein, (i) the term “Competitor” means any person, or entity that (A) is engaged in, or that has plans to become engaged in the research, development, manufacture, fabrication, marketing, sale or distribution of products or services that are the same as, or serve a substantially similar purpose or function as any products or services that were researched, developed, manufactured, fabricated, marketed, sold, or distributed by any business unit of the Company or any Subsidiary for which the Holder performed any work or services at any time during the last twenty-four (24) months during which the Holder was employed by Company or any Subsidiary; and (B) directly or indirectly conducts any business operations anywhere within North America or anywhere else in the world where the Holder has engaged in business activities on behalf of the Company or any Subsidiary; and (ii) the term “Covenant Period” means the period ending on the first anniversary of the date the Holder’s termination of employment with the Company or any Subsidiary, regardless of the circumstances relating to such termination of employment (e.g., resignation, retirement, disability, termination by the Company for cause, or termination by the Company without cause).
5.3Nontransferability of Units. During the Restriction Period, the Units subject to the Award and not then vested may not be transferred by the Holder other than by will, the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company. Except to the extent permitted by the foregoing, upon any attempt to sell, transfer, assign, pledge, hypothecate or encumber, or otherwise dispose of such Units, the Award shall immediately become null and void.
5.4Adjustment. Subject to Section 6.7 of the Plan, in the event of any stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of Stock other than a regular cash dividend, or any other corporate transaction or event having an effect similar to any of the foregoing, the number and class of securities subject to the Units and the other terms of the Units shall be appropriately adjusted by the Committee. If any adjustment would result in a fractional security being subject to the Units, the Company shall pay the Holder in connection with the vesting, if any, of such fractional security an amount in cash
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determined by multiplying such fraction (rounded to the nearest hundredth) by the fair market value on the applicable Vesting Date (or the date on which the Units vest pursuant to Sections 1(b) or 1(c)). The decision of the Committee regarding any such adjustment shall be final, binding and conclusive.
5.5Compliance with Applicable Law. The Award is subject to the condition that if the listing, registration or qualification of the Stock subject to the Units upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the vesting or delivery of Stock hereunder, the Units subject to the Award shall not vest or be delivered, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent or approval. Further, the Holder agrees that to the extent the issuance of Stock in the Holder’s jurisdiction is impossible, illegal, unauthorized, or, in the Company’s discretion, is imprudent or is otherwise impracticable for any reason, the Company may, in its discretion, either deem the Award to be a cash award of equivalent cash value or may direct the sale of all Stock subject to the Award and settle the Award in cash locally with the Holder.
5.6Book Entry Record/Delivery of Certificates. Subject to the foregoing paragraph, promptly following the vesting of the Units, in whole or in part, the Stock delivered at vesting shall be recorded in book entry form, unless the Company decides to deliver or cause to be delivered, subject to the withholding provisions of Section 4, one or more certificates representing the number of shares of Stock represented by the vested Units. In the event certificates are delivered, the Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in Section 4.
5.7Award Confers No Rights to Continued Employment. The granting of the Units does not entitle the Holder to any award other than that specifically granted under the Plan, nor to any future award under the Plan or any similar plan. The Award does not become part of the contract of employment or any other employment relationship with the Holder’s employer, and the Award is not a guarantee of continued employment. Moreover, the Award or any future awards do not become a term or condition of employment. The Holder understands and accepts that the Units granted under the Plan are entirely at the discretion of the Company and that the Company retains the right to amend or terminate the Plan and/or the Holder’s participation therein, at any time, at the Company’s sole discretion and without notice. The benefits and rights provided under the Plan are not, and should not be considered part of the Holder’s salary or compensation for purposes of any other calculation, including calculating any severance, resignation, redundancy or other end of service payments, vacation, bonuses, long-term service awards, indemnification, pension or retirement benefits, or any other payments, benefits or rights of any kind, except as required by applicable law. The Holder hereby waives any and all rights to compensation or damages as a result of the termination of employment with the Company for any reason whatsoever insofar as those rights result or may result from: (a) the loss or diminution in value of any rights under the Plan; or (b) the Holder ceasing to have any rights under, or ceasing to be entitled to any rights under, the Plan as a result of such termination.
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5.8Decisions of Board or Committee. The Board or the Committee shall have the right to resolve all questions which may arise in connection with the Award. Subject to the terms of the Plan, administration of ministerial, non-substantive aspects of the Award has been delegated to the Company. Any interpretation, determination or other action made or taken by the Board or the Committee, or the Company as its delegate, regarding the Plan or this Agreement shall be final, binding and conclusive.
5.9Incorporation of the Plan. The Plan, as it exists on the date of this Agreement and as amended from time to time, is hereby incorporated by reference and made a part hereof, and the Award and this Agreement shall be subject to all terms and conditions of the Plan and any subsequent amendments to the Plan. In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the terms of the Plan shall control. The Holder hereby acknowledges receipt of a copy of the Plan.
5.10Value of Units and Common Stock. The Company makes no representation as to the value of the Units. The Company is not responsible for any fluctuations in the value of the Stock.
5.11Investment Representation. The Holder hereby represents and covenants that (a) any Stock acquired upon the vesting of the Units will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities law; (b) any subsequent sale of any such Stock shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (i) is true and correct as of the date of acquisition of any shares hereunder or (ii) is true and correct as of the date of any sale of any such Stock, as applicable. As a further condition precedent to the delivery to the Holder of any Stock subject to the Units, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance of the Stock and, in connection therewith, shall execute any documents which the Board or any committee authorized by the Board shall in its sole discretion deem necessary or advisable.
5.12Notices and Electronic Delivery. The Company may, in its sole discretion, deliver any documents (other than certificates), notices or other communications related to the Units and the Holder’s participation in the Plan by electronic means. The Holder hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
Any documents, notices or other communications which are not delivered electronically pursuant to this section shall be in writing and shall be deemed to have been duly given when received, if delivered personally, or when mailed, if sent by first class mail, postage paid, addressed as follows:
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(a)if to the Company or the Committee, to the attention of the Vice President, Total Rewards, Owens Corning World Headquarters, One Owens Corning Parkway, Toledo, Ohio 43659, or to the attention of such other person or at such other address as the Company, by notice to the Holder, may designate in writing from time to time, and
(b)if to the Holder, at their address as shown on the records of the Company, or at such other address as the Holder, by notice to the Company, may designate in writing from time to time.
5.13Deferral of Units.
(a)Deferral Election. If the Holder made an election, in accordance with the terms and conditions prescribed by the Company and Section 409A of the Code and pursuant to an election form provided to the Holder by the Company, to defer the receipt of the Units that would have otherwise vested pursuant to Section 1(a), such Units shall be payable at the time and form elected by the Holder pursuant to such election.
(b)Dividend Equivalents. Until the distribution of Units deferred pursuant to this Section 5.13 (the “Deferral Period”), the Units shall continue to be credited with dividend equivalents, as described in Section 3 hereof.
5.14Miscellaneous.
(a)Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of the Holder, acquire any right hereunder in accordance with the Plan.
(b)Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one agreement.
(c)Entire Understanding. The Plan and this Agreement constitute the entire agreement and understanding between the parties with respect to the matters described herein and supersede all prior and contemporaneous agreements and understandings, oral and written, between the parties with respect to such subject matter; provided, however, that the covenants contained in Section 5.2 shall complement and shall be in addition to, and shall not supersede similar covenants made by the Holder to the Company or any Subsidiary, including covenants made in the Agreement-Protection of Owens Corning Proprietary Interests or the Intellectual Property Agreement if the Holder has executed such an agreement.
(d)Modification. No modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the party against whom it is sought to be enforced, and specifically references this Restricted Stock Unit Award Agreement by name.
(e)Waiver. The failure of any party hereto at any time to require performance by another party of any provision of this Agreement shall not affect the right of such party to require performance of that provision, and any waiver by any party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding
7
breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.
(f)Fees and Expenses; Legal Compliance. The Company shall pay all fees and expenses necessarily incurred by the Company in connection with this Agreement and will from time to time use its reasonable efforts to comply with all laws and regulations which, in the opinion of counsel to the Company, are applicable thereto.
(g)Governing Law. This Agreement shall be governed and construed and the legal relationships of the parties determined in accordance with the laws of the State of Delaware without reference to principles of conflict of laws.
(h)Data Privacy. By signing this Agreement, including by way of electronic acceptance of this Agreement by means acceptable to the Company, the Holder explicitly and unambiguously consents to the collection, processing, and transfer (electronically or otherwise) of the Holder’s personal data as described in this Agreement by and among, as applicable, the Company, Subsidiaries, the Holder’s employer (the “Employer”), and any third parties as necessary, for the exclusive purpose of implementing, administering and managing the Holder’s participation in the Plan. Moreover, the Holder explicitly acknowledges and agrees that the Company and the Employer may hold certain personal information about the Holder (including, but not limited to, the Holder’s name, home address, telephone number, email address, date of birth, employment status, tax identification number, passport or other identification number, salary, nationality, job title, any Stock awarded, cancelled, purchased, exercised, vested, unvested or outstanding in the Holder’s favor, and data for tax withholding purposes) for the purposes of implementing, administering and managing the Plan (“Data”). The Holder understands that Data will be transferred to third parties assisting the Company with the implementation, administration and management of the Plan. The Holder expressly authorizes such transfer to and processing by third parties. Furthermore, the Holder understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Holder’s country. The Holder explicitly consents to the transfer of the Holder’s personal data to countries other than the Holder’s country of employment. The Company will take reasonable measures to keep the Holder’s personal data private, confidential, and accurate. The Holder understands that Data will be held only as long as is necessary to implement, administer and manage the Holder’s participation in the Plan. The Holder further understands that the Holder may request a list with the names and addresses of any potential recipients of the Data by contacting the Holder’s local human resources contact, may obtain details with respect to the collection, storage, processing and transfer of Data in relation to the Plan participation, may also request access to and updates of such Data, if needed, by contacting the Holder’s local Human Resources contact, and may refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Holder’s local human resources contact. The Holder understands, however, that refusing or withdrawing the Holder’s consent may affect the Holder’s ability to participate in the Plan.
(i)Clawback Policy. The Holder hereby acknowledges and agrees that this Award and this Agreement (and any settlement of this Award) are subject to the terms and conditions of the Company’s clawback policies as may be in effect from time to time (the
8
“Compensation Recovery Policy”), and that relevant sections of this Agreement shall be deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof. Further, by receiving this Award, the Holder (i) consents to be bound by the terms of the Compensation Recovery Policy, as applicable, (ii) agrees and acknowledges that the Holder is obligated to and will cooperate with, and will provide any and all assistance necessary to, the Company in any effort to recover or recoup any compensation or other amounts subject to clawback or recovery pursuant to the Compensation Recovery Policy and/or applicable laws, rules, regulations, stock exchange listing standards or other Company policy, and (iii) agrees that the Company may enforce its rights under the Compensation Recovery Policy through any and all reasonable means permitted under applicable law as it deems necessary or desirable under the Compensation Recovery Policy. Such cooperation and assistance shall include (but is not limited to) executing, completing and submitting any documentation necessary, or consenting to Company action, to facilitate the recovery or recoupment by the Company from the Holder of any such compensation or other amounts, including from the Holder’s accounts or from any other compensation, to the extent permissible under Section 409A of the Code.
(j)Whistleblowers. For the avoidance of doubt, notwithstanding anything to the contrary in the Plan, this Agreement or in any other agreement, contract or arrangement with the Company or any Subsidiary or affiliate, or in any policy, procedure or practice of the Company or any Subsidiary or affiliate (collectively, the “Arrangements”), nothing in the Arrangements or otherwise limits the Holder’s right to any monetary award offered by a government-administered whistleblower award program for providing information directly to a government agency (including the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act or The Sarbanes-Oxley Act of 2002, or any comparable government agency pursuant to any comparable legislation in non-U.S. jurisdictions).
(k)Company to Reserve Stock. The Company shall at all times prior to the expiration or termination of the Units reserve and keep available, either in its treasury or out of its authorized but unissued Stock, the full number of shares of Stock subject to the Units from time to time.
(l)Compliance with Section 409A of the Code.
(i)To the extent applicable, it is intended that this Agreement and the Plan comply with, or are exempt from, the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Holder. This Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Holder).
(ii)To the extent the Holder has a right to receive payment pursuant to this Agreement, the payment is deferred compensation subject to Section 409A,
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and the event triggering the right to payment does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this Agreement, issuance of cash or Stock in payment of the vested Units will be made to the Holder, to the extent necessary to comply with Section 409A of the Code, on the earliest of: (A) a subsequent Vesting Date; (B) the Holder’s “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, that if the Holder is a “specified employee” (within the meaning of Section 409A of the Code), the Holder’s date of payment of the Award pursuant to this clause (ii) shall be the date that is the first business day following six months after the date of the Holder’s separation of service with the Company; (C) the Holder’s death; (D) the Holder’s permanent disability (within the meaning of Section 409A(a)(2)(C) of the Code); or (E) a change in control event (within the meaning of Section 409A of the Code).
(iii)Reference to Section 409A of the Code will also include any regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
(m)Severability. If any covenant or other term in this Agreement (including, without limitation, any covenant in Section 5.2 hereof) is determined by a court of competent jurisdiction to be wholly or partially unenforceable, the Holder agrees that: (i) this Agreement or any portion hereof may be reformed so that such covenant or other term is enforceable to the maximum extent permitted by law; (ii) such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant or other term in any other jurisdiction; and (iii) the unaffected provisions of this Agreement shall be unimpaired and shall remain in full force and effect. Without limiting the generality of the foregoing, if any covenant in this Agreement shall be determined by a court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extend in all other respect as to which it may be enforceable, all as determined by such court.
5.15Provisions Relating to Participants in Specific U.S. States. Notwithstanding any provisions in this Agreement, the Award shall also be subject to the special terms and conditions set forth in the U.S. State-Specific Addendum attached as Appendix A to this Agreement if the Holder is employed and/or resides in specific states or if the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with applicable law. The U.S. State-Specific Addendum attached hereto as Appendix A constitutes part of this Agreement.
[SIGNATURES ON FOLLOWING PAGE]
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/s/ Jonathan Collins_______________
Sign Name
_Jonathan Collins_________________
Print Name
August 14, 2026___________________
Date
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APPENDIX A
TO
RESTRICTED STOCK UNIT AGREEMENT
U.S. STATE-SPECIFIC ADDENDUM
Additional Terms and Conditions for Awards under the Owens Corning 2023 Stock Plan
Terms and Conditions
This Addendum includes additional terms and conditions that govern the Award granted to you under the Owens Corning 2023 Plan (referred to as the “Plan”) if you are employed and/or reside in the applicable states or if the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with applicable law. Certain capitalized terms used but not defined in this Addendum have the meanings set forth in the Plan and/or your award agreement (the “Agreement”) that relates to your Award. By accepting your Award, you agree to be bound by the terms and conditions contained in the paragraphs below in addition to the terms of the Plan, the Agreement, and the terms of any other document that may apply to you and your Award.
California
Restrictive Covenants. Section 5.2 of the Agreement shall not apply.
Data Privacy. The following sentence is added to the end of Section 5.14(h) of the Agreement to read as follows:
“If the Holder is a California resident, the Holder should refer to the Company’s California Consumer Privacy Act Notice for more information about the personal information the Company collects about the Holder and the purposes for which the Company will use such data.”
Minnesota
Restrictive Covenants. Section 5.2 of the Agreement shall not apply.
North Dakota
Restrictive Covenants. Section 5.2 of the Agreement shall not apply.
Oklahoma
Restrictive Covenants. Section 5.2 of the Agreement shall not apply.
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Exhibit 31.1
CERTIFICATION
I, Brian D. Chambers, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Owens Corning;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 4, 2026
| /s/ Brian D. Chambers | ||
| Brian D. Chambers | ||
| Chief Executive Officer (Principal Executive Officer) | ||
Exhibit 31.2
CERTIFICATION
I, Jonathan M. Collins, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Owens Corning;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 4, 2026
| /s/ Jonathan M. Collins | ||
| Jonathan M. Collins | ||
| Executive Vice President, Chief Financial Officer (Principal Financial Officer) | ||
Exhibit 32.1
SECTION 1350 CERTIFICATION
In connection with the Quarterly Report on Form 10-Q of Owens Corning (the “Company”) for the quarterly period ended September 30, 2026 (the “Report”), I, Brian D. Chambers, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Brian D. Chambers | ||
| Brian D. Chambers | ||
| Chief Executive Officer (Principal Executive Officer) | ||
November 4, 2026
Exhibit 32.2
SECTION 1350 CERTIFICATION
In connection with the Quarterly Report on Form 10-Q of Owens Corning (the “Company”) for the quarterly period ended September 30, 2026 (the “Report”), I, Jonathan M. Collins, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Jonathan M. Collins | ||
| Jonathan M. Collins | ||
| Executive Vice President, Chief Financial Officer (Principal Financial Officer) | ||
November 4, 2026